A night to forget about Forever Knight

Gwen missed her hyperactive, easily distracted and annoying little cousin. Ever since Forever Knight appeared, Ben had become a paranoid insomniac and Gwen was the only one having to suffer through it night after night because Grandpa Max could sleep through an apocalyptic earthquake. The shirtless boy who was only wearing small black boxer shorts along with the iconic watch did not even register his surroundings because his brain was too preoccupied. The red head buried her face in her pillow and covered her ears with the corners as Ben walked back and forth in the narrow corridor of the rust-bucket, mumbling to himself; she could not hear him properly but she knew that he was rambling on about the fully armoured super villain.

"Just what…what is he planning with his weird little recruitment drive? Could he be after my Omnitrix? Probably…or is he just like every other loser villain and trying to take me out before he tries to rule the world? I dunno…that's too cliché for someone with his ability's…Oh, I know! He's probably trying to wipe out all mankind with a death ray on the other side of the world that's ready to kill us all! That's why he's keeping me distracted by appearing everywhere I go!"

After three nights of interrupted beauty sleep, Gwen could not tolerate it any longer so she leapt from the top bunk wearing only a white vest and pink panties, walked past Ben without him noticing as he was too distracted and retrieved a bottle of dark brown liquid that Grandpa kept in the glove compartment. She knew it was for adults only because she had noticed that the silver haired guardian went to sleep a lot earlier on the rare occasion he drank some so in her sleep deprived mind, giving some to Ben seemed beneficial for both of them. After acquiring the near half empty bottle and two large glasses, she opened the door, briefly enjoying the unusually warm night air.

"Ben!" she shouted, not worried that Grandpa Max would awake.

The seriousness of her tone briefly snapped him out of his funk, their eyes locked.

"You and me, outside, now!"

Usually he liked to play jokes on his cousin or tease her but he could tell that she was in no mood for playing around. The shaggy haired boy quickly followed her outside where she was already sat on the floor, one palm in the grass, the other holding a glass of…something.

"Sit down, we need to talk"

Ben quietly obeyed her command and sat down in front of her but before he tried to speak she thrust half a glass of whatever she was drinking into his hands, the grass tickling the soles of his bare feet.

"Drink"

He cupped the glass with both of his hands. His gorgeous green eyes met hers with innocence and uncertainty as he brought the liquid to his lips. After gulping down half of it he doubled over coughing and retching wildly.

"You're supposed to sip this stuff, doofus"

She snatched the glass from his hand until he managed to regained his composure. He wiped the drool that formed around his mouth with the back of his hand, just like any other young boy would.

"We need to talk" she reiterated before handing back the glass of alcohol.

Ben's head felt a little dizzy, what with the gulping of straight whiskey and the retching but he tried his best to listen to his big cousin.

"What are you on about?" he glared, before he sipped at the burning liquid because of her advice.

"Look, I know how stressed out you've been lately, what with learning how to use your new aliens and this Forever Knight freak showing up out of nowhere…"

Ben flinched when that name escaped her lips.

"But you've got to realise that he's just another goon in a costume. Taking these morons down is what you do best! I mean, you've kicked Zombozo's butt so many times you could do it in your sleep" she punched his bare shoulder playfully which raised a little smile.

"Speaking of sleep…I haven't slept properly in days and I'm pretty sure you haven't either!"

He looked down at his glass with a pang of guilt. "I'm really sorry Gwen…it's just…this is different, he's different"

The redhead rolled her eyes. "How, how is he any different from the others?"

"I don't know, he just is. Whenever I come face to face with him I…" he trailed off, keeping his gaze to ground.

"You what?" she asked in a gentler tone.

He took another sip of the warming liquid and grimaced a little as it clawed it's way down his throat.

"I…I get scared okay!" he said loudly. "Real scared…" this time a gentle whisper.

Gwen eyes widened, she could not believe what she had just heard. This is Ben Tennyson! Her fearless little cousin that welcomed danger and adventure on a daily basis!

In the moonlight she could see his cheeks had turned a deep pink. She knew that must have been incredibly difficult for him to admit and for the first time she did not see Ben as her annoying little hero, instead she saw him for what he was in that moment; a frightened little boy.

"Ben…I…" she went to touch his hand but he gently brushed hers away.

"And then with you and Grandpa not believing me when I kept insisting I saw him everywhere…r-really hurt and…it made me think I was losing my mind" he began to quiver.

All Gwen could do was stare at him in shock but when she noticed a stray tear trickle down his cheek, causing the surface of the drink to ripple, the concerned girl quickly lunged forward and wrapped Ben in a tight embrace.

"Why didn't you tell me any of this?" she asked, feeling her eyes well up with tears.

"Pfft, yeah right…you already know I'm scared of tentacles and ghosts so why would I give another reason to make fun of me"

"Don't be silly Ben, you know I'm just teasing, you tease me all the time" she chuckled lightly, trying to lighten the mood.

"Heh…I guess I can dish it out better than I can take it"

Gwen was surprised at how open her little cousin was being tonight, she assumed it was the alcohol acting like a truth serum.

"Ben…you need to stop trying to take on the world yourself" she broke the hug so they could look into each other's watery eyes and she was pleased to see a little smile. "We are a team, remember?" she placed her hands on his bare knees. "Team Tennyson always wins, you know that"

His smile widened slightly as he wiped his eyes with the back of his arm.

"Thanks Gwen" he sniffled. "I think that helped a little" this time he hugged her tightly.

The redhead froze trying to remember if Ben had ever initiated a loving embrace. She closed her eyes and concentrated on his musky scent filling her nostrils. She knew he had not bathed in a few days and she usually complained about him being stinky or leaving his unwashed socks and boxers strewn around his little corner of the rust-bucket but tonight his scent was intoxicating to her. Once again, she blamed Grandpa Max's secret drink. Gwen gently pressed her hands against his toned chest so he would release her but only to grab her glass and raise it in the air.

"A toast" she giggled nervously. "To team Tennyson"

Ben laughed through his nose and copied his cousin. "To team Tennyson"

They clinked their glasses together before taking another sip.

The night was warm and the sky was clear, the moon and the stars illuminated the cousins as they talked and drank through the early hours, Gwen's initial idea of using alcohol to make Ben sleep had been forgotten since they had practically polished off the bottle.

"So Ben…" she slurred slightly. "You have to tell me if I can do anything to help with your fear of Forever Knight"

"There's nothing you can do…I'm the one that's supposed protect all of us"

"Hey!" she yelled, punching his arm. "Have you already forgotten about team Tennyson?!"

"Haha, you're right…sorry" he blushed again.

"Listen Ben…you've saved grandpa and I many times but you need to remember how many times we've helped you take down the bad guys"

"True…I just…feel responsible for all of us for some reason, I don't know why…"

"I don't either…you've seen me hold my own against things that try to annihilate us all the time and you must admit…I make a crazy cute cat girl when I'm in costume" she winked before licking the back of her hand with feline-like accuracy.

That never failed to cause Ben to go into hysterics, he fell on his back laughing. Gwen could not help but stare at her young cousin's writhing frame as he succumbed to a fit of the giggles, the back of her mind wished that he was not wearing boxers but then mentally slapped herself for thinking such a depraved thought. After he had calmed down he took another sip/gulp of his drink before staring into his cousin's equally green eyes. For some reason her gentle smile sent a warm feeling through his body but that could have been the alcohol.

"Gwen…thank you for helping me tonight" he said, sitting on his knees, swaying slightly with an adorable goofy grin.

His perfect, piercing green eyes were almost hypnotic and that cute grin made her tingle down below. She set her glass down in the grass and also got on her knees so they were practically eye level.

"Remember that I'm always here for you if you want to have a serious talk" she blushed deeply. "Grandpa Max and I love you and we don't want you feeling like you're alone"

Tears formed in his eyes once again as the pair embraced each other once more. Ben's natural scent overpowered her senses for the second time that night to the point that she shuddered.

"Are you okay?" the hero whispered.

Gwen held him at arm's length so she could stare at his perfect face and without warning, she wrapped her arms behind her cousin's neck and crushed their lips together. Ben became wide eyed as Gwen forcibly kept the kiss intact for a few seconds before quickly releasing them in shock.

"I…I'm so sorry!" she whimpered, covering her mouth.

Ben just knelt there with a stunned expression. She quickly got up and went to run back into the rust-bucket to lock herself in the toilet but a strong hand gripped her wrist, stopping her abruptly. She looked down at her captor with tear filled eyes and when he pulled her back to her knees she half expected to slam his hand onto his watch and turn into Four Arms to beat her to death.

"J…Just get it over with…" she sobbed quietly with her eyes shut tight.

Ben did not know if he was in full control but what Gwen just did felt amazing so without warning he wrapped one arm around her back and the other delved into her beautiful red hair before pulling her forward so their lips met again. The kiss was innocent because he was not sure what he was doing but it felt right. When he released their lip lock they just stared at each other with looks of confusion.

"What's happening?" she whispered, her cheeks burning a bright crimson.

"I dunno…but…can we do it again?" he asked nervously.

Gwen noticed a slight bulge in his tight boxers but it was his mouth that she concentrated on in that moment. This time they both pressed their lips together simultaneously and it was Gwen that instinctively protruded her tongue against his mouth until he parted his lips slightly so she could slip it inside. A wet spot formed inside her panties as Ben took the lead by gently swirling his tongue against hers.

"B…Ben…" she muttered against his lips.

This unusual new feeling overtook her body and mind making her increase the force of the passionate kiss to the point where she pushed hard enough for Ben to land on his back so she was on top, the grass tickled his bare back. The overwhelmed boy ran his slender fingers through her red locks as their kissing became more desperate and frenzied. A thick string of saliva kept them linked when they had reluctantly part for air.

"Y…You taste good…" he giggled breathlessly.

"heh heh…you too" she replied between gasps as she stared into his lust filled eyes.

A sheen of light sweat covered Ben's body and his smell was causing Gwen's body to shudder with pure lust. She laid her head on his sweaty chest, purposely making sure her face was close to his armpit and when she felt his hard organ brush against her thigh, she had an idea.

"I think I know a way to help you relax…" she said quietly as she inhaled the scent emanating from his underarm. "Do you trust me…?" she asked as her tongue licked the skin dangerously close to his armpit causing him to quiver.

"Y…Yes…" he whimpered with his eyes shut tight.

Taking his response as the green light to go ahead, Gwen peppered his tiny frame with dainty kisses starting from his sensitive neck until she got lower and lower. Unfortunately the red head had to stop once his boxers got in the way of her mission so in her alcohol fuelled mind all she could do was swirl her tongue in his navel as she quickly went to remove the item of clothing preventing her to reach the treasure. Ben helped by lifting his perfect butt off of the grass so she could remove them with ease and fling them away from the four inch spike twitching before her. She was instantly mesmerised by his adorable organ and the desire to examine had decimated any rationality she had left. The girl manoeuvred herself so she rested her cheek against his warm inner thigh, staring at his erection so closely made her quiver. Although she had never seen a naked boy she knew their…equipment was different and even though she had never had the opportunity to experiment with a member of the opposite sex, she knew enough from sex ed classes on how to pleasure male and female organs.

"R…ready?" she whispered, the scent of his private area causing her to nearly pass out from pleasure.

She did not give him time to respond as she wrapped her hand around his surprisingly warm member making him yelp involuntarily. She waited a few seconds before sliding her hand down his length, her gaze concentrating on his pink helmet emerging as she slid his foreskin down agonizingly slowly. The warm scent emanating from his newly exposed head hit her olfactory senses so hard that she almost came then and there. Gwen edged her eager lips closer and closer until they pressed against the precum coated head sending a bolt of electricity through both of their bodies. She quickly engulfed the tip of his member, the taste caused her to involuntarily moan which sent a vibration through his boyhood.

"Fffuuu…G…Gwen…" he whimpered at the new but amazing feeling.

Her tongue explored the contours of his cockhead, savouring his taste and smell with every flick and swirl. Gwen began to bob her head up and down his length, each moan she earned made more eager to please her scrawny cousin. Her panties became wetter and wetter, her legs tightly locked squirming together. Feeling her own juices trickle down her inner thighs as she pleasured Ben's cock with her insatiable tongue, she brought two trembling fingers to her delicate virgin entrance. The sharp moan she emitted when her fingers pressed against her sensitive clit surged through her young cousin's cock making him place his sweaty palms on her beet red cheeks as he thrust into her warm mouth.

"S-Stop Gwen…" he muttered through quick gasps, unsure what this intense new feeling building up inside was that threatened to boil over. "I-I feel weird…!"

Ben attempted to push her head away but she refused to stop flailing her hungry tongue as his taste became like a drug to her. Once again he half-heartedly tried to push her off him but this time she gripped his wrists with her hands and swiftly pinned them down on the grass by his sides, increasing her speed on his twitching member in the process.

"S…something's happening! G-GWEN!" he squealed in a high pitched whine as he thrust his entire length deep into her mouth.

Gwen's eye's widened in shock when she felt thick, hot ropes of her cousin's delectable cum splatter onto her tongue and down her throat. He whimpered, writhed and humped her face as spurt after spurt erupted from his cock. Eventually Ben came back down to earth when he was finally spent, every tensed muscle in his body relaxed once she released his now extremely sensitive member. Raising herself so she was kneeling above him, she smiled warmly at the breathless boy drenched in sweat before wiping the last remnants of his essence trickling down the corner of her mouth with the back of her hand and lapping it back up like a kitty-cat which earned a goofy chuckle from his heaving frame. If one thing was certain, Ben was her cat-nip and she could not get enough so with feline-like prowess she whipped her wet panties down to her knees, pounced on top of his sweaty frame and desperately smashed their lips together.

"Mmphh…!" he yelped against her invasive mouth in surprise.

The fire between her legs had yet to be dowsed and she knew only Ben was capable of doing just that, even if he had no idea. The redhead kindly released the lip lock when she realised that he still had not fully recovered his breath from her previous assault. Instead, she slowly licked his face from jaw to temple, savouring every drop of sweat that attacked her taste buds. Her virgin entrance oozed even more natural lubricant and she could not help tightly wrapping her legs around his right one, grinding against his thigh as her licking started to become quicker.

"Hehe…t-tickles…" he mumbled as she trailed down to his slender neck.

"God Ben…you taste so amazing…" she almost growled, grinding with more force.

Releasing her leg lock slightly and taking his hand in hers, she moved it to her moist hole and made him press a quivering finger against her throbbing clitoris, the heat he felt emanating from her loins made him shudder.

"Gwen…I-I don't really know wh…"

"Don't worry…" she gasped at his gentle touch. "Just rub it a little…"

At her instruction, he began to stroke which made her whine into his neck, his fingertip already slick with her juices.

"Oh, B-Ben…"

The girl tightened the hug on his sweaty torso as she brought herself closer to his fragrant armpit and without hesitation she buried her face into it and begun to lick wildly. She gripped his hand once again and forced his middle finger to enter her, the pleasure was so intense she involuntarily humped his hand. No technique seemed to be in place, it was just raw lust making her grind frenziedly into now soaked fingers. The ability to control the volume of her moans also left her due to his sweaty smell she kept greedily inhaling as she drenched his underarm with saliva.

"C-Calm down Gwen…" he giggled. "Do I really taste that good?"

Gwen was unable to reply as she was lost in the build up of her release, rapid high pitched moaning pierced the night sky. Ben really wanted to make her experience the euphoria she gave him so, instinctively, he pressed his syrupy fingers deeper inside her cavern, which earned an even louder wail.

"Nnghhh…B-Ben…!" she cried, almost sounding pained.

Seeing this as a sign to continue, he began rapidly plunging his fingers in and out of her leaking pussy. Within moments of the fiery sensation she quickly left his saturated pit to bite down on his neck in a failed attempt to mask an almost deafening squeal as she finally achieved release, causing him to wince in pain. Cum gushed through her bald pussy, completely soaking Ben's hand and wrist in the process. He attempted to pull away but she held his arm in place whilst she rode out the most intense orgasm she had ever experienced.

Finally she released his neck, not noticing the teeth marks she left behind and collapsed on his chest, whimpering slightly when she felt Ben's fingers gently slide out of her still dripping hole. They stayed like this for a few minutes. Their sweat drenched bodies wrapped together, the only sound was their heaving chests swiftly breathing in and out the warm night air. Ben was the first to move by sitting up on his elbows even though Gwen still clung to his waist, not wanting his scent to ever leave her. The hero started to caress her now unkempt red locks with his clean hand as he brought the wet one up to his cute button nose savouring her scent before slowly licking upwards against his palm.

"Mmm…tasty" he chuckled giddily, causing her to blush deeply against his stomach.

"I…I hope that helped you take your mind of things…" she whispered, her cheeks became even redder awaiting his reply.

"I have to admit…I didn't expect…this to happen"

Gwen winced and tightened her grip further, afraid of what he would say next.

"B-But yeah…you definitely made me forget about my worries" he laughed.

Relief washed away the anxiety attacking her internally to the point that she was brave enough to release the grip on her cousin. She rose to her knees and when their bright green eyes locked they both smiled nervously.

"Gwen…" he whispered before clasping his hands around hers. "I-I've never felt or done anything like this before but…I'm glad that it was with you…"

It was his turn to blush deeply, not just because what he had said sounded incredibly sappy but also because it was the truth.

"I feel the same way…" she replied with tears in her eyes.

"Heh…you're such a doofus" he joked.

"Takes on to know one"

They both laughed sheepishly before simultaneously leaning in and bringing their lips together in a tender and loving kiss. It only lasted a few moments but when their lips parted they pressed their foreheads together.

"H-Hey Ben…?"

"Hmm?"

"Would you…s-shower with me in the morning?" she squeezed her eyes shut tightly as she berated herself for suggesting such a thing.

"That's a hard no from me Gwen" he replied too quickly which made her stare at his adorable face in fear. "Afternoon would suit me better. I need my beauty sleep too ya know" he chuckled before kissing her beet red cheek.

"D-Don't scare me like that!"

She tried to sound angry but the relieved smile betrayed her. With inhibitions still low she wrapped her arms around his scrawny back and brought them back into a tight embrace.

"Shall we get dressed?" she asked.

"I would if I knew where you tossed by boxers" he giggled into her neck.

"Oh, yeah…" she giggled also as she released him.

She quickly pulled her panties up once she was back on her feet before trying to remember which direction she chucked them in during her lust/alcohol fuelled haze. Eventually she recovered them and once he snapped them back on his lithe frame they held each other's hands as they headed back towards the rust-bucket.

"Wait…" Gwen stopped.

"What's wrong?"

"What are we going to say to Grandpa Max if he discovers that we drank his alcohol?!"

Ben just grinned as he brought his lips to her ear.

"Your idea, your problem" he whispered before laughing immensely and clambering into the mobile home before she could respond.

Gwen wanted to be furious and chase after him but instead relief and happiness warmed her body and soul.

"I'm glad you're back Ben…"