Free time on the road

When Ben awoke from his sleep, he felt a weight on his person. He had been lying on his bed with something on top of his chest. It gave a slight sensation of stiffness and he couldn't move as his limbs were held down. Forcing himself to open his eyes, his tired mind took a moment to focus, but when it did, it only took him a moment to figure out what was going on.

His dear cousin Gwen was lying on top of him, arms wrapped around his midsection as she rested her head on his shoulder. The scent of her hair's shampoo was permeating his nostrils and he could feel her bristly hair on his face as he gazed upon her unsure what to do.1

If they stay like this when she wakes up, she kill him. But the only to get out would be to move her, in which case she'll wake up and kill him for it.

So really, it was a losing fight, either way.

And if he was completely honest with himself, Ben didn't hate this. In fact...This is super nice. Having someone warm on top of you while you're sleeping, it's a nice feeling. Besides Gwen was kinda cute when she wasn't talking and nagging him constantly. Plus if he's going to die anyway he's gonna enjoy it while he can. So, here he was lying still, with a cute girl pressed up against him while she slept.

Yep, he was gonna enjoy this.

While he lay there, Ben wandered down to his wrist seeing the Omnitrix on it.

"It really did all happen uh?" He asked himself out loud. Aliens, killer robots, it all happens. It was crazy and he loved it. He loves being a hero more than anything! He loved the feeling of kicking butt and taking names! People looking in awe at him like he was some kind of celebrity! He loved it! The thrill of the battle, the joy of victory and the adrenaline pumping through his veins as he took down the bad guys!

Maybe...this might not be so bad.

Was brought out his thought as he felt Gwen begin to shift her weight as she slowly and gently opened her eyes.

The two locked eyes with the other for a moment before Gwen bolted up, completely red in the face as she pulled away from him.

"I-I'm sorry! I-I didn't think-!" Ben tries to say, hoping to get a word in edgewise, but Gwen overrode him.

"Shut up! You big oaf!" Gwen said to him as she quickly rolled out of bed and ran into the bathroom.

"What with all the commotion?" Grampa Max asked, having been woken up by Gwen yelling.

"Honestly I don't know, girls are weird."

Breakfast was a quiet affair as Ben and Gwen sat on the opposite side two-seat dinette table, the two enjoy their morning meal in silence, before Ben spoke up.

"I'm sorry."

"What?" She asked, confused as to what he was talking about as she take a bite of her eggs.

"Last night with the uh...computer thing...I shouldn't say that." He said trying not to blush. Gwen didn't respond for a second before asking him something.

"Close your eyes."

"What?"

"Closed your eyes."

"Why?"

"Just do it." She said in a more stern tone.

While his gut instinct was telling him to just ignore her, he sighed and closed his eyes as Gwen was now face to face with him before lend in.

"AAAHH!" He yelled as Gwen throw her orange juice at his face, causing him to let a few more swear words escape as it make contact with his face.

"What was that for?!"

"Now we're even,"she said with a mischievous smile as Ben give her a playful punch to her arm as she retuned the favor.

fter they ate, Gwen went off to do her own thing which left Ben alone with ask eunice about omnitrix. "So Eunice.."

"YES USER?" The A.I asked in her usual monotone way. "I'd like to ask if the wa-Omnitrix can do more then changes man into Alien?" Ben asked Eunice as the A.I responce.

"YES OF COURES, BRING UP THE LIST OF FEATURE." She said in a robotic voice as Eunice began listing off Features.

"THE OMNITRIX HAD AI, A GPS, CREATE A HOLOGRAM MAP, 2-WAY COMMUNICATION SYSTEM, A BUILT-IN UNIVERSAL TRANSLATOR. THE OMNITRIX MAINLY ALLOWED FOR THE USER TO TRANSFORM INTO A NUMEROUS VARIETY OF ALIEN LIFE-FORMS THAT ARE EACH WITH THEIR OWN UNIQUE POWERS AND ABILITIES (ALONG WITH THEIR WEAKNESSES) AND IN A SELECTION OF ALIEN DNA THAT IS IN GROUPS OF 10. THE OMNITRIX ACTED AS A WIRELESS RECEIVER FOR THE CODON STREAM.

BY ACCESSING THE CODON STREAM IN A FASTER-THAN-LIGHT MANNER, THE OMNITRIX USED SPECIAL OMNI-ENERGY TO MERGE ITS WEARER'S DNA WITH THE DNA SAMPLES IT HELD TO CREATE TRANSFORMATIONS. ALIEN DNA IS "INJECTED" INTO THE USER, MEANING THEY RETAIN THE WIELDER'S PERSONALITY, MEMORIES, AND CONSCIOUSNESS. THE OMNITRIX CANNOT TRANSFORM THE USER INTO ANOTHER OF ITS OWN SPECIES. WHEN TRANSFORMED, THE OMNITRIX PROTECTED THE USER FROM NEGATIVE EFFECTS.

IN ORDER FOR THE USER TO CHANGE THE SIZE, THE MATTER WAS CREATED FROM ENERGY OR RECONSTITUTED TO ENERGY AS NEEDED. THE OMNITRIX HAD A QUICK CHANGE FEATURE.

THE OMNITRIX HAD A BUILT-IN ENERGY FEEDBACK BLAST TO DEFEND AGAINST ANYONE TRYING TO FORCE IT OFF OF ITS OWNER. ONCE PLACED ON THE WEARER, THE OMNITRIX COULD NOT BE REMOVED BY NORMAL PHYSICAL MEANS.

DID YOU FIND THIS INFORMATION USEFUL?"

Ben felt his head spinning at the amount of information Eunice just dumped on him.

"Well...I guess. I mean. I don't really know what it all means." Ben said out loud, not really understanding all the information being laid out. "Hmm, hey, I know computers sometimes need access to do stuff, if I give you access, can you do things better?"

"ACCESS DENIED." The A. I said, "ONLY CREATOR AZMUTH CAN GRANT OMNITRIX A.I ACCESS."

Well, that was a bust. Still, it was good information to have and he still had time to kill, so why not test out some Alien? Deciding to transform yet again, Ben was shocked at the considerable loss of height as he was six inches tall and turned into a grey-skinned, frog-like, bipedal alien. Still this guy wasn't all useless as Ben first thought as it only took a second to realise how much smarter he was. Deciding to take advantage of that Ben instantly began to draw up plans to build something.

Remembering what Eunice said about FTL communications and decided to build it using random stuff and junk. And…success! Of course the energy consumption of the things run through several car batteries to get it to work for more than 10 minutes before it automatically cuts off.

After Ben turning back, Max stop for gas as While Ben and Gwen decided to wait in the nearby parlor ice cream.

"What do you have that's non-fat with less than 3% sugar?" Gwen asked the Parlor Worker, a frowning old man who looked like he didn't like being here.

"Napkins!" He answered in an annoyed tone before turning to Ben. "What about you, kid?"

"Biggest Ice cream shake they got." Ben answered, while Lightly poke Gwen with a smile. "Come on, we're here to have fun. We both know you'd work out to make yourself look good, even if we had nothing but ice cream for a week."

Gwen rolled her eyes, though he could see the light blush on her face. After getting there order, the two sat down to eat, he taking the moment to talk. "So...do you get the feeling that things are weird now?"

"Yeah, of course. Alien, killer robots, we haven't really processed it yet?" Gwen asked, her eyebrows in a frown.

"I know, it's a lot. And it's going to take some getting used to I guess." Ben said, taking a spoon full of ice cream and enjoying the cold creamy treat. "But we'll deal with it and survive." He said with a smile, while Gwen looked as though she is in deep thought.

"You know what's odd."

"What?"

"Grandpa, he's definitely hiding stuff from us, a lot of stuff." She said in an accusing tone.

"Ya..... wanna look through the rust bucket whenever he goes off to do whatever later?" Ben asked as Gwen nodded in agreement.

"Yes, the next time he goes out will be Perfect." She said as the two Tennyson cousins planned on making their move.

The next day, the two waited until Max has to go into town for supplies, leaves them free rain of the rust bucket. The two searching high and low, but finding nothing.

"Did you finned anything?" Gwen asked from the driver seat.

"No!" Ben answered from the kitchen as the two met up in the centre. "Nothing out of the ordinary."

"There has to be something." She said, more to herself then Ben. "I'll check out the bathroom, the beds are yours."

Ben nodded with no complaint as Gwen entered the bathroom, leaving Ben alone to search the bedroom. "Okey, what am I looking for? if I was something important were would I…."

His eyes wondered to a clothes drawer. Gwen's clothes drawer. And the last place anyone would ever think something out of places is. While it was a really dumb, dumb as fuck thing to do, Ben wasn't high in wisdom.

And so the living embodiment of high intelligence low wisdom began rough her stuff, taking out Gwen's clothes and giving them a point Gwen over before brushing them aside for the next one. This process continues for a while until he stop at the sight of a set of underwear that got his full attention.

It was a white Cat print pranties with a heart shaped hole in the back. Ben was caught off guard for a moment and so he stared down at the panties for a few second. He also saw next to them white gloves and stockings with cat ears headband.

Ben didn't know what to do for a while, he wanted to throw the pair away, but he was afraid of being caught. Afraid of getting in trouble.

"BEN COME QUICKLY!" The voice of Gwen yelled from inside the bathroom, causing Ben to jump and quickly shoved the clothes back into the drawer before running into the bathroom.

"Y-yeah!" He said with more energy then he meant to as he trying to hide the blush.

"Look! Look! Look! I found something!" Gwen yelled, her face showing excitement as she revealed it. It was a gun, a weird looking white gun with Three parts. The first light grey part is on the front in a rectangular prism shape, the second grey part is above the handle with two white dots on it, and the third gray part is at the bottom of the handle with a white half oval shape on it.

"Was he one of those Men in Black in retirement?" Ben asked out loud as Gwen give him a conflicted look.

"Normally I would say your an idiot, but…I think you might be onto something."

However they're conversation was cut short as the sound of the Rust Bucket's door opening as Max's voice called out.

"Kids i'm back! Hope you didn't set anything on fire?"

The two Tennyson cousins quickly panic, placing the gun back as they scrambled out of the bathroom to meet him as Max give them curiously look.

"Why were you in bathroom…together?"

Right, that would be hard to explain. Luckily, Gwen had a perfect excuse.

"Ben trip and fell head first into the toilet, would have drowned if I didn't save him."

Ben give her a quick look before turning back to Max and sighing.

"I needed to clean something from my shirt and I slipped..." He muttered to himself, trying to hide the embarrassed blush as Max give him a concerned look.

"Oh, Kido you okay?" Max asked concerningly his grandson, who give a quick nod.

"Yeah, I'm fine." He answered, rubbing the back of his head. "I'll walk it off, that's all."

Max give him a look, before smiling and pat his head.

"That's good, don't want to have to tell your parents that you almost drowned." The older man said with a laugh. "Anyway, dinner is at six, so you have time to explore around the town, just make sure you stick together and don't burn it down."

"Okey Grandpa."

And just like that the two Tennyson cousins quickly left the RV and headed into the town mall.

"Uh, why did you drag me out here for your dumb shopping trip anyway!?" Ben asked bored out of his mind leaning against a clothes rack as Gwen looked at some shirts.

"Because Grandpa said stay together," She said trying hard to hide the annoyance in her voice. "The last thing he wants is for you to run off with one of your Alien and cause trouble."

"Gwen. When have I done that this entire trip? The only times I use my aliens are for training and getting better with them...away from others." He said as Gwen gave him a sceptical. "Like the time you turned into a fireman and threw fireballs around….in a forest…in summer…while in a dry season."

"Okay yeah, points there." He said with a shrugged. "Why do you even need new clothes, you look cute enough as is."

Gwen blushed slightly as she looked away. "You're a boy, so it's different for you, guys don't make fun of you when your shirt doesn't fit you anymore."

As his thoughts drifted, his eyes wandered around Gwen's form, noting the way her body had blossomed in such a short while. Her small, pert A-cups had turned into rounded, full B's, her hips widening and her thighs becoming more shapely. Her curves were more pronounced now, with her ample rear end straining against the confines of her clothing. Ben, having never touched a girl before, couldn't help but imagine what it would feel like to run his hands over her lush curves, to feel the soft, warm flesh under his fingers. The thought made his heart race and his palms itch with desire.

'No, no, NO!' He told himself, shaking his head and making a loud noise in his ear to get the thought out of his head. 'That is your cousin, you are related to her and there is no way you are ever gonna do that.'

As if on cue, Gwen called out to him. "Ben you okay?"

"Oh yeah I was thinking of....look into getting something myself anyways, my swim trunks have been tight around the crotch recently and all!" He said rather loudly, trying to make himself heard over his own inner thoughts as he grabbed a pair of blue swim trunks.

"Eh, I don't mind, and if you need some help with fishing that out of your tight swimsuit, I can help you out," Gwen said as she twirled a pair of pale pink hangers in front of him.

"H-hey, that's kinda..." Ben tried to say but trail off and get distracted with the strings dangling from those hangars, blushing profusely as Gwen laughed.

"It was a joke dummy!" She said with a chuckle at her own joke. "Anyway, I need a second opinion on what to get, since you're the only one with a job and I don't want to go buy something stupid."

"Well alright." Ben said , finally pulling himself together as she dragged him all the way to the changing room as Ben patiently waiting outside while he waiting for her to put the clothes on.

It started out normal enough, with Gwen coming out wearing stuff like capri pants, some Short skirts and thigh-high socks along with other things. But was after the 5th outfit change that she came out in a set of Workout clothes so skin-tight that he legit thought she didn't wear underwear under them. Ben blushed at the sight and had to stop himself from looking away in embarrassment as she twirled in the outfit.

"What do you think?" Gwen asked as she spun around in the outfit, and Ben had to admit it looked pretty great on her, she looked smoking hot and he felt himself getting hard just looking at her.

He was so stunned staring that he didn't notice the hard-on, which Gwen ends up staring at...they just..forget themselves staring at each other for a while as the awkwardness set in and they both tried to get away from the intense stare.

"Alright, well I guess your opinion is worth something then." She said softly, giving a small smile. Ben wasn't sure if that was a joke or not, but he returned it with a smile of his own as retuned to changes into a different outfit.

'Hopefully one a that's less revealing and tight,' He thought to himself. However all of hope of that was crushed when Gwen came out wearing a Short Shorts and a cropped shirt in the same style as her old outfit that looked tighter then ever on her. ever on her, with barely any coverage at all.

'Is she kidding? That's what I said! She's trying to kill me with this outfit!' Ben thought as she barely covered by the shorts. twirls, and he can't help but just staring at her butt which were barely covered by the shorts as she asks/teases/confronts ben about "Still cute?"

Ben just gives a nod of his head as he was too concerned with hide an obvious boner. Gwen give him a suggestive smile.

"I guess that's that settled then." Gwen announced, as much to herself as to Ben, who was too stunned to respond with that Gwen turned back around into the changing room.

Ben waited patiently, for Gwen to come out. However after a few minutes had passed, he got bored sitting there waiting until he heard Gwen call out to him.

"Beeenn!Can you please come in here!" She said sounding rather stressed and panicky. Wondering what was wrong, Ben quickly ran in to the changing room. And almost fainted in shock at the sight of Gwen creamily coloured ass right out in the open.

"WHAT?! HELL!?" Ben asked covering his eyes as try to keep his composure.

"IT NOT MY FAULT DWEEB! Its just I can't get them on!" She said in a mixed of frustration and embarrassment as she tried forcly put on the white capri pants she came in with, however it was clearly too small for her.

"Yeah! So why did you ask for me the?!" Ben asked with his eyes still shut to try to get past the visual.

"Because I need your help...to...to " Gwen muttered out face completely red with embarrassed as she forcefully muttered out the words. "To put them on."

Ben did a double take, his mind processing everything that he just been over and over and over again at blazing speed in hopes that maybe, just maybe he heard wrong.

"You want me to put help you put on your pants?" He asked with a raised eyebrow, waiting for Gwen to respond that would either confirm his suspicions, or bury them both.

"Yes!" And oh god this is really happening, is this a dream? Is she just...Is this a dream? Is he going to wake up any second now and find this all to be just a crazy dream.

But alas this is reality, and he was going to have to oblige. So Ben swallowed all hesitation and fear as he reached out grab the ends of her pants, making sure not to touch her hand or uh bare flash before begin to pull.

However, by pulling so hard that the two lost their balance, Ben fell backwards and grabbed Gwen with him to steady himself, causing her to fall too. The last thing he saw was the absolute beautiful of Gwen's twin moons as it got her like gravity, it came crashing down onto his face before all turned to black as bottomless Gwen straddled his face. The poor boy has not a second to realise what happened as Gwen, who hadn't masturbated since before exams came like a fire hose of a mind-blowing orgasm, forcing all the air from his lungs as he passed out.

When he awoke again, he felt sore and...sticky. He lifted his head and looked at Gwen, who was hugging him tightly.

"OH! Thank god! You okay!" She said exclaimed as he forced himself into a sitting position and wiped his eyes.

"What... happened?" He asked groggily.

"It's terrible! You slipped and fell against the wall!" She exclaimed rather quickly. "Luckily you didn't split your head."

"Really because I remember you falling with me and-"

"You slipped and fell against the wall." She said again this time much more commanding. "That is what happens and we are telling no one…EVER."

And just like that Ben put that in the repressed memory pile of his brain as the two quickly left the store, voe in silence to never speak of this EVER again.

And so after a long day, Ben let a long sigh before crashing into the top bunk, wanting to do nothing but go to sleep forever. However he was disturbed by Gwen climbing into the bed. Ben had expecting to have to play chicken, only for Gwen to climb in and start snuggling immediately. What's up with her? You can't get a clear answer out of her because she's too tired.

"Gwen, wha-"

"No talking. Tired. Comfy." She cut him off as she simply cuddle up next to him. Normally Ben would be protesting more, but honestly he was to tiered to complain so i'll let this one slide for now.

And so the two cousins then fell asleep in the others embrace.