Disclaimer: I don't own Ben 10 or any of that stuff. I'm just writing for fun and perversion. (And just for heads up, this is in the earlier series when Ben and Gwen were kids.)

Ben 10: New Experiences

"We're here!" announced Grandpa Max.

"Ughhhhh." was Ben's response. "Why did we come here?" Ben had expected to do something fun today. He hadn't gotten the omnitrix but a few weeks before, but he already loved using it. He wanted to "go hero" as often as possible. And when grandpa said he had to do some important plumber business Ben had hoped he could go along and help.

"Because I need a new swimsuit dweeb." said Gwen as she stuck her tongue out at Ben.

"Grandpaaa." Ben whined. "I wanna go with you."

"No Ben. And that's final." Grandpa announced with authority. "Like I said before you are staying with your cousin at a hotel while I do my work. And tomorrow you two will go to the water park. Which is why you and Gwen are going shopping together today." He than handed Gwen a ticket for the hotel that was next to the mall that they were parked at now. Along with a silver and blue credit card. "This is my credit card. Use it for your bathing suit and for food. And try not to waste all my money you two."

He than let Ben and Gwen out of the rust bucket and drove away.

"Let's go!" yelled Gwen as she grabbed Ben's hand and dragged him into the mall.

"I want ice cream." Ben immediately said and started walking to a near by food cart.

"No." Gwen said. "First we get my new swimsuit." Than she started walking away. Ben reluctantly followed her, while mumbling to himself about how much this will suck. Finally Gwen stopped and looked into a store. It was Victoria's Secret.

Ben started laughing. "Nothing in there will fit you cuz." He said and started walking away laughing more.

Gwen then pulled out here cell phone. "I'll call Grandpa and tell him you're being mean."

Ben froze in his steps and turned to face Gwen. Just the day before Grandpa Max had promised Ben that if he was good and nice to Gwen while he was gone indefinitely, he would take Ben on a secret plumber mission when he returned.

So Ben walked back over to Gwen and followed her into the store. He had no idea why Gwen wanted to come here. He was still too young to like girls or to really understand what a bra was for.

"Gwen I don't see in bathing suits in here." Ben said as he followed Gwen deeper into the store filled with thongs and bras.

"Just be quiet and let me try stuff on." was Gwen's response.

"Fine." Ben mumbled as he sat down on the bench inside the fitting room with Gwen. Each fitting room in the store was isolated from another and was divided into two parts: one for changing, and one for showing.

Gwen had picked up five or six different sets of bras and panties as they had walked back, and she set them down next to Ben after they entered the fitting room and closed and locked the door. Gwen than picked up the top set, a blue and pink polka-dotted thong with matching top and went into the room to change. Fist she pulled off her kitty cat shirt and training bra and set them on the bench in the changing section of the room. Then she pulls off her white pants and pink panties. Underneath was just a little bit of red hair growing over her tight young slit. Her tiny breasts were still A-cup sized and of course, too small for the bra as she put it on. Than she pulled the thong up to her belly button and held her legs together so it wouldn't fall down, but in the process, gave herself a camel toe. But she didn't notice. She hadn't yet even learned what her vagina was for or how to please herself.

"How do I look?" Asked Gwen as she stepped out and showed Ben what she was wearing.

Ben immediately started laughing. "Told you it wouldn't fit dork!" he said as he spit his tongue out at her. When he finally stopped laughing he actually looked at Gwen. The top was falling off a little bit, so he could see her exposed right nipple. Than he looked at the thong and saw her vagina through the panties. Suddenly he felt something in his pants. His penis was starting to rise. He grabbed it as fast as he could and pushed it back down.

"What are you doing?" Gwen asked as she stared at him. "Do you have to go potty?"

"That must be it." Ben said as he ran out of the store and to the nearest bathroom and into the first empty stall, where he pulled down his pants, and sumo slammer underpants and stared at his erect penis.

"What in the world?" he said to himself. Ben never before had had a boner. So he was a little scared. He, like Gwen, was still too young to understand what he had, or why he had it. He didn't even have pubes, or even know what they were.

Finally after a lot of pushing and a little bit of peeing, Ben finally got it to go down.

"That was strange." Ben said as he walked out of the bathroom and into Gwen.

"Watch it dweeb." She said harshly. After he ran out, she had gotten redressed and bought the small sized pair of panties and bra in the store, which were probably still too big for her.

"Sorry." Ben said, still a little shaken up by what had happened. But he tried his best to forget it as he followed Gwen around the mall, the rest of the day.

Finally Gwen decided on a one piece swimsuit and they could leave the mall.

"Are you ok?" Gwen asked as they made their way to the hotel across the street from the mall.

"Yeah, fine." said Ben and they shared silence for the rest of their walk.

When they finally made their way into the hotel Gwen walked to the front desk and showed the man behind it their special ticket.

"Ahh yes." said the man as he handed Gwen the key to their room.

They continued all the way to the fifth floor room in silence. Gwen used the key and opened the door into the room.

"Let's go to the pool!" Ben immediately exclaimed and pulled off his shirt and threw the bag Gwen had made him carry onto one of the beds and pulled out his trunks and tossed it onto the other bed.

"Fine." Gwen said. "But first you have to see what I bought." and she went into the bathroom to change.

Ben waited for five minutes, but Gwen still didn't come out, so he decided to get his trunks on while he waited. He pulled off his shorts and underwear only to realize his swim trunks were on the other bed. And that Gwen had emerged from the bathroom in an orange and yellow striped top with matching thong, which she wore in the same fashion as when she tried on the other set; top half off exposing her young small breast and nipple and thong pulled up giving her a camel toe. Ben stood there and stared at Gwen as she tried to keep herself covered with what she bought at Victoria's Secret. Suddenly he felt his small five-inch penis get hard again.

He tried his best to hide it but Gwen could see it.

"It's big again, like in the store." Said Gwen. "What's wrong with it?" she asked

"I don't know." Ben admitted and he stopped trying to cover it.

"Let me see it." said Gwen and she walked over and poked it. "Should it be like this?" she asked.

"I don't know." said Ben. "I think it's supposed to stay down." He tried again, futilely, to push it down.

"Let me try." said Gwen as she pushed down on it. It immediately shot off a bunch off cum right in her face. "What's this?" she asked.

"I don't know. Did you break it? Cuz I've never had it do that before."

"Well it doesn't hurt, does it?"

"No." said Ben.

"Than I think you're ok." said Gwen as a bit of cum dripped into her mouth. "Wow that tastes good." she than stuck his small member right into her mouth and started sucking it.

"What are you-" Ben panted "doing?"

Gwen stopped sucking for a moment to answer. "It tastes like candy. I like it. I want more" she than started sucking again.

"It feels good." says Ben through rough pants. "Wait stop Gwen." he practically yells. "It feels real weird." But Gwen doesn't, wanting more of the "candy" bad.

"Stop." Ben says loudly as he creams a big load right into Gwen's mouth, which she immediately swallows with a smile. "Wow. That was amazing." Ben says, feeling almost speechless. "Can I try some?"

"Sorry. I ate it all." says Gwen sheepishly. "But I feel weird now." She than pulls off her top showing her hard nipples. "These aren't normally like this." and she touches them and immediately moans from pleasure. "Now down there feels weird." she pulls off her new thong and a trail of cum runs from it to her newly wet pussy. "Ben I think this is more candy. Try it"

Ben gets on his knees and licks the cum from her thong. "Oh wow. It tastes great. Better than ice cream." He than tosses the panties aside and licks the source of the wetness.

"That feels good, like when I touch these." says Gwen as she pushes on her nipples and moans from the pleasure. So she keeps pushing on them.

"I think the good stuff comes from in this hole." Says Ben as he spreads Gwen's beautiful young, tight pussy and pushes his tongue in it, so he can lick more up. He than notices something poking up, Gwen's clit. He pushes down on it and Gwen moans from pleasure again. "Does that feel good."

"Yeah. Really good." replies Gwen in moans.

"When you got candy from me it made me feel real good. So maybe to get your candy, you have to feel real good." Said Ben. And he started pushing his tongue in and out of Gwen try to get all the "candy" while he pushed and rubbed on her clit and she squeezed her nipples. Than she let out a long loud moan and squirted her cum all over his face and in his mouth.

"That really does taste great." said Ben as he finished licking Gwen clean.

"Hey your thing is big again." said Gwen as she stared at Ben's erect member hungrily. "But I have an idea." said Gwen. "Lay down."

Ben did as she said and laid down flat on the ground. "What's your idea cuz?" asked Ben curiously.

"Well," explained Gwen, "you have a big thing that sticks out. And I have a hole in me. What if we put your thing in my hole."

"I see." said Ben as Gwen crouched over him. "Let me help." said Ben as he spread Gwen's pussy and she sat down on his dick, forcing it into her tight hole.

Gwen yelped in pain and pleasure and Ben moaned, loving being inside his tight, warm and wet cousin. Ben than put his hands and the small Gwen's hips and pushed her down wanting to be in her more. "Wow that's amazing!" exclaimed Ben and he started pushing her up and down on his erect cock and she squeezed her nipples and played with her boobs. Ben started pushing Gwen up and down on his shift faster and forcing her down harder and forcing his cock in deeper. Gwen kept moaning from pleasure, but the moans kept getting shorter and louder the harder Ben slammed her down while he panted furiously.

"I'm gunna make candy!" yelled Gwen.

"Me too!" shouted Ben in return.

Than in one last shove, Ben forced his whole shaft inside Gwen and it exploded with cum and Gwen orgasmed, releasing juices all over Ben's slowly shrinking cock and pelvic area.

"That was amazing Ben." said Gwen as she laid down on top of him, keeping his cock in her, and she planted a kiss on his lips, and he kissed her back with passion.

"What was that for?" he asked.

"Cuz I think I kinda like you dweeb." was Gwen's response as she kissed him again.

They than feel asleep in each others arms.

*The next morning

"Last night was great Ben." said Gwen. "But you know, I have another hole. I wonder what your candy stick would feel like in it."

This was my first story. I could add more if you guys liked it. Tell me what you think and if you want more or any ideas on improving it.