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He was lying in his bunk in the RV his Grandpa owned. At the beginning of the summer three days, Grandpa had picked him and his cousin Gwen up for the entire summer.

The though of getting to drive all across America was pretty cool. And he always had liked Gwen, although he was always teasing her and arguing with her, not letting on to how he really felt.

But when she had arrived at his house, well he couldn't have believed how much she had changed. Last time she had been a scrawny girl, and now she looked older, and a lot more attractive.

That afternoon Grandpa had driven them through the woods and parked only a few minutes from the lake. Ben took off his pants and wrapped a towel around his waist and headed out for the lake, not noticing that Gwen's bunk was empty.

As Ben walked towards the lake, his thoughts drifted again to the changes in Gwen's appearance and how she looked much more mature. Confused, he looked around, uncertain where it was coming from.

He heard it more clearly, and followed the sound to the edge of the lake, and what he saw made in freeze in place. As he watched her, his body began to burn, and he could feel himself hardening under the towel.

He began to pant, breathing heavily, starring at her body, noticing how much larger her breasts had become and how much smoother and attractive her legs were.

I have to get out of he. But as he was about to leave, Gwen began to sing, and as he listened, he realized that is was a love song.

As she finished she sighed and looked up into the sky, starring st the stars. She sighed again and Ben heard her say "Well, it is a nice night, and the star are beautiful, but it would be better if Ben was hear.

Ben, Ben, Ben, when are you going to stop acting like a little boy and grow up and notice me. I'm not a little girl any more, I'm a grown woman, and I just want to be with you.

Gwen liked him. He began to feel himself heating up, and could feel a throbbing sensation between his legs.

Before he knew what was happening, he was walking forward as he strode to her side. Gwen heard him and turned and looked up at him, her face reddening.

Gwen scrambled to her feet and covered herself with her hands her face bright red. As he stood there and starred at her body, he felt as if he was on fire.

Ben suddenly longed to touch her, to caress her, to hold her in his arms and make her his. Finally he leaned forward and took her hands in his, and before she realized what was happening, he drew her into his arms and kissed her on the lips.

Gwen's eyes widened in shock, but as she felt his passion, she closed her eye and gave into his passion, kissing him back.

As the broke apart she looked up into his eyes, he smiled and whispered, "I want you to Gwen. At first Gwen pulled away, whispering "No, this, this is wrong.

Ben pulled her body against his, so that he could feel her breasts against his chest, causing him to heat up, and he raised a hand towards them but paused, unsure what to do.

Gwen looked at him and sighed, "This is your first time you have ever done with a girl isn't it. Ben was so surprised, he just stood there. What do I do?

He wondered. Gwen shook her head and sighed. She gently lowered her hands down his back and gripped the towel, pulling it off of him. As she did this Ben pulled and whispered quietly, "Are you sure?

Is this what you want. This is what I have wanted for some time. Together the sank to there knees and lowered themselves to the ground. Ben slid on top of her, and they lay there, kissing, Ben wanted to do so much more, but he hesitated, afraid to go any farther.

Gwen saw his fear and whispered in his ear. You don't have to be afraid. Gwen smiled at this and whispered back. This is what I want.

Ben nodded and gulped, slowly lowering himself onto her. He wrapped his arms around Gwens back and pulled her against him slowly, slidding himself gently into her.

Gwen felt him enter her, and even though he was being gently, she still felt a sharp pain. She cried slightly, and Ben froze and starred at her.

I, I didn't mean to hurt you. Ben and Gwen continue their little make out session and Ben helps Gwen's shirt over her head. Now they are standing there making out in their underwear.

As they kiss Ben runs his hands up and down Gwen's body, feeling her every curve and he gets a raging hard on. Gwen notices this as he reaches around and unclips her bra.

She fears that she has disappointed Ben. There is a pause and then she says…. I respect you and I'm sorry if I made you feel uncomfortable. Finally Gwen breaks the kiss and asks Ben….

They both walk over to the bathroom and Ben starts the water to warm it up. As the water is warming up, Gwen takes her bra off and is getting ready to take her panties off when she feels Ben's stare and looks up at him.

How impolite of me. Gwen immediately notices this and cannot stop staring at the size of his hard on. Then she notices that Ben is staring at her grinning ear to ear.

She looks into his eyes and smiles as he takes her hand and they get into the shower. After wetting down, Gwen asks Ben…. As he is lathering her back, Gwen cannot help but think and is surprised at how soft and gentle Ben's hands are on her skin.

At the same time, Ben is in heaven because he knew but never fully experienced how truly beautiful Gwen is and how smooth and soft her skin is.

Ben is so lost in his thoughts about Gwen that he doesn't realize that Gwen has the soap and doesn't snap out of it until he feels her hand gently grip his member.

Ben is pretty shocked and starts to get excited as she strokes the soap harder and harder and then says…. Isn't that against the Bill of Rights or something like that?

Gwen looks a little worried, when they both break out in laughter. Ben is less than happy after she stops, but he gets an idea and repays her as he reaches down and starts to massage her clit.

She is startled and surprised but pleasure soon is all she is thinking about as Ben's hand massages her most intimate area. Her breathing become erratic and she starts to tremble under the immense pleasure that he is giving her at this moment.

I'm just worried that I might try and force you to do something that we can never take back. After some time in the embrace, since the water is off, Gwen starts to shake a little bit.

Ben breaks the kiss and…. He gives her a kiss on the top of her head as she snuggles against him. Ben escorts her out of the bathroom and she stands there while Ben gets a towel.

He comes back out of the bathroom and gets her suitcase and puts it on the bed for her. While she's getting dressed, Ben goes over and starts to get dressed himself.

He can't help but look over at Gwen's naked body and thinks how sexy she looks, when Gwen catches him staring at her…. Gwen doesn't get embarrassed vey often, but her face is as red as fire truck at this moment.

Ben notices this and is about to speak again when…. Gwen is happy at this reaction. She is happy that she can embarrass him so easily.

They finis dressing and they both brush their teeth. When they are done brushing their teeth, Ben surprises her by coming up from behind and picking her up bride style in his arms.

Ben gently places her on the bed and moves the covers down so she can slip under them.

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Gwen From Ben 10 Naked Video

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