“Old faithful strikes again,” Gwen Tennyson said with a wry grin as she looked up from the stick of her home pregnancy to look at her reflection in the mirror of the medicine cabinet. As she looked at the freckles that stood out on her pale face she wondered if she was referring to herself or Ben as old faithful. In the twelve years since she and Ben had started fucking she’d managed to get knocked up eight times – nine times she reminded herself as she set the telltale stick down on the counter and rinsed her mouth out with some water from the tap.
Of course she wasn’t the only one Ben kept knocking up. While most of the girls and women he fucked were content with one or two babies Ben still had his core harem of her, Jane, and Keesha, as well as his mother, her mother, and Keesha’s mother. With her eight children she was right in the center for Ben’s babies – right along with Keesha’s eight children. Of course Jane had both of them beat with her twelve children (including two sets of twins) but she and Ben had been married for eight years now so she had more opportunity to fuck him then anyone else. And then there was Keesha’s mother with nine of Ben’s babies and another one starting to swell her belly again. Finally there was her and Ben’s mothers with six children apiece, though it looked like Ben’s mother was finally going to beat out her mother since she was carrying twins this time and her mother was only carrying one baby in her distended belly.
With a sigh Gwen wrapped her robe around her body and tied the belt before she turned to leave the master bathroom. She crossed her bedroom in three quick steps and opened the door to the hallway to see if she could hear what her children were up to. From the living room she heard the TV and recognized her oldest son’s favorite cartoon show and nodded in relief, with no screams of snuffles of suppressed tears she was pretty sure her children weren’t doing anything she had to worry about yet.
Closing the door to her bedroom Gwen stepped over to her dresser, she pulled the top drawer and selected a pair of powder blue panties and a matching bra. After she put on her underwear pulled open another drawer and stared thoughtfully at the t-shirts available before she grinned and picked out a blue on blue shirt with a stylized cart face on the front, somehow it seemed appropriate now that she knew she was carrying another one of Ben’s babies. Finally she chose a pair of white caprea pants and pulled them on before she added her socks and tennis shoes and headed out to check on her children again.
She could still hear the cartoon show from the TV in the living room so she decided to let the older kids slide for a couple minutes while she checked on the younger ones. Opening the door to the children’s room Gwen looked in and smiled at her eighteen month old daughter as she mumbled in her sleep and rolled her side in her crib. Just past the crib she could see her three year old son in his own bed as he opened his eyes at the sound of the door opening. Tim stared at her hopefully without lifting his head from the pillow and she smiled at him and gave him a nod. “Ok,” Gwen whispered, “you can get up, but don’t wake your sister up while you’re getting dressed. I’ll have breakfast ready in just a few minutes, ok?”
“Ok mommy,” Tim whispered back as he threw off his blankets and sat up on the edge of the bed.
Gwen closed the door and headed for the living room just as she heard a short scream from her oldest daughter. “Perfect timing,” Gwen muttered as she picked up her pace and rushed to the living room without actually running. She reached the opening to the living room and took a quick look around at her other six children seated around the living room. Eleven year old Kendle was standing in the center of the room apologizing to his ten year old sister Teena as she glared at her older brother. On one couch she could see eight year old Linda in the center with her seven year old brother Dennis on one side and her five year old sister Mindy on the other side as they watched their older brother and sister instead of the TV. The only one in the room who still had his eyes focused on the cartoon show was four year old Vincent.
“Ken Tennyson,” Gwen said, giving her oldest son her best mother’s glare, “what did you do to your sister?”
“I didn’t do anything,” Ken said with a nervous squeak as he looked up at his twenty-two year old mother. “She didn’t believe me when I told her what I could do so I showed her.”
“And what did you show her that would scare Teena like that?” Gwen demanded in her best no-nonsense voice.
“Well,” Ken said nervously as he looked down at his bare feet. “I told her about how I can change into one of Uncle Ben’s aliens.”
“Oh really,” Gwen said in obvious disbelief, “if you can do that then why don’t you show me? Change it Fourarms.”
“I can’t,” Ken sighed, “I can only change into one of Uncle Ben’s aliens.”
“Well then,” Gwen said with a thin smile, “why don’t you show me the one you can change into?”
“If you really want me to,” Ken said, looking up into his mother’s eyes like he was hoping she’d change her mind.
“Do it Ken,” Gwen said.
“Ok,” Ken said with a sigh as he took a step back from his mother. Gwen blinked away the green light that threatened to blind her and cast a defensive spell as she watched her son’s body shift and grow before her eyes until she was looking up into the multi-faceted eyes of Horndog.
“Ken,” Gwen said slowly as she dropped her spell and watched the nostrils in her son’s alien face flare as if he was catching an unexpected scent, “how long have you been able to change into Sensoray?” she asked, careful to use the name Ben gave the alien in public instead of the one they used in private.
“Almost a year now, mom,” Ken said sheepishly as his nostrils flared again. “I found out I could do it by accident, and the first time I changed I changed back after just a few seconds. But once I did it the first time I found I could do it again and I’ve been practicing until now I can hold this form for almost an hour.”
“So you’ve been able to change into Sensoray for almost a year now and you never even thought to tell me?”
“It was our secret,” Ken mumbled, “we didn’t want to let anyone else know we could change until we could really control it.”
“We?” Gwen asked as the word finally registered, “can someone else change into Sensoray?”
“Not Sensoray,” Ken said, “Ben and Gwen can turn into Dittos.”
“So,” Gwen thought as she continued to look up at her son’s large golden eyes, “you can change into Horndog and the twins can change into Ditto. I beginning to see a patern here but I better wait until I can talk to your father to see if he has an idea of what’s going on here.”
“Mom,” Ken said as he blinked at his red haired mother, “did Uncle Ben knock you up again?”
“That’s right,” Gwen said with a weak smile, “you would be able to smell the difference. Yes Ken, your uncle and I are going to have another baby. Do you want another brother or sister this time?”
“I think another sister would be great,” Ken said with a grin, “but I don’t really care either way, I just like the idea that you and Uncle Ben are still making babies.”
“Well I’m glad you’re happy about it,” Gwen said with a smile before she turned to look at the other children in the room, “but I want you all to remember that you can’t say anything about who your father is – remember?”
“Yes mother,” all her children said with an exasperated sigh. “You keep telling us we can’t tell anyone that Uncle Ben is our father – except for our brothers and sisters.”
“That’s right,” Gwen said with a comforting smile, “you can talk to your other brothers and sisters about your Uncle Ben if they’re old enough to know the truth, but no one else.”
“At least we don’t have to be careful about calling him Uncle Ben,” Teena said with a sigh. “Everyone knows he’s really our cousin and they just think we’re calling him uncle because he’s older than us.”
“That’s right,” Gwen said, giving her oldest daughter a nod before she turned to look around the room again. “Have any of you had breakfast yet?”
“Not yet, mom,” Ken said. “You know all we can make is cereal, and we know you don’t like us to have cereal every morning.”
“In that case,” Gwen said, giving her son a quick smile, “why don’t you change back and I’ll start the pancakes.”
“Ok mom,” Ken said with a smile that was obvious even on his strange but handsome alien face.
Gwen could sense the flash of red light behind her as her son changed back to his human form as she headed for the kitchen. With her magic Gwen started making the pancakes, sending pans, bowls, and other things flying around the room to mix the batter and heat the oil in the frying pan as she crossed to the phone. Before she had a chance to pick up the receiver the phone started to ring and Gwen picked it up. “Hello?” she said.
“Gwen,” Keesha said on the other end of the line, “is that you?”
“It’s me, Keesha,” Gwen confirmed, “I was just thinking about calling you. Is something wrong?”
“I’m not sure if I’d say it’s wrong,” Keesha said in a rush, “but it’s definitely strange.”
“What happened?” Gwen asked as Keesha caught her breath.
“You’re never going to believe this,” Keesha said, “but just a few minutes ago I was working on an article when my laptop froze up. I was running through the regular tricks to try and free things up without shutting it down and losing my work when Misha came into the room. When she realized what had happened she asked if she could look at it and I decided to humor her since I’d run out of ideas anyway.”
“Let me guess,” Gwen said before her friend could continue, “Misha changed into a Greymatter and not only fixed your laptop, she upgraded it.”
“How did you know?” Keesha asked in obvious surprise.
“Because I just found out that Kendle has been able to change into Horndog for almost a year now, and the twins are both able to turn into Dittos.”
“That’s impossible,” Keesha said.
“You’re saying that after seeing your own daughter change into a Greymatter?” Gwen said with a laugh as she watched the first pancake jump out of the frying pan and drop onto one of the plates lined up on the counter. “Keesha, I don’t know how it happened, or why it’s happening now, but I’m pretty sure the Omnitrix has something to do with it and I’m hoping that Ben will be able to put things together once he knows what’s happening.”
“I guess you’re right,” Keesha said, “I guess I better get off the phone and let you call him. By the way, are you still planing to send the kids over here after lunch?”
“All but Tim and Cindy,” Gwen said, “they’ll be taking their naps. But I’ll send everyone else over when they’re done eating.”
“Okey, I’ll see them then,” Keesha said, “you see what you and Ben can come up with and let me know what you figure out.”
“Will do, bye,” Gwen said just before Keesha hung up. Gwen hit the disconnect on her handset and was about to hit the speed dial for Ben’s cell phone when she noticed the smell.
“What in the world is that smell?” Gwen asked as she ran to the living room with the phone in one hand and covering her nose with the other one.
“Look at me mom,” Teena’s voice said from the form of a female Stinkfly with her oldest daughter’s red hair that hovered above the floor.
“I don’t have to see you,” said as she waved the phone in front of her face, “I can smell you. Now change back before you stink up the whole house.”
“Yes mother,” Teena said dejectedly as she dropped to the floor and her whole body glowed red as it shifted back to her usual form.
“Honey,” Gwen said as she gave her daughter and encouraging smile, “you can change and practice your new powers all you want when you’re outside and no one can see you, but don’t change in the house, ok?”
“Ok mommy,” Teena promised.
“Now, who’s first for pancakes?”
A few hours later Gwen was still trying to assimilate everything she’d learned that morning, washing the lunch dishes by hand just so she’d have something to do with her hands as she thought. She didn’t even hear it when Ben used his key on the front door and walked in. “Gwen,” Ben called, “where are you?”
“In the kitchen Ben,” Gwen called as she rinsed off the last lunch plate and added it to the dish dryer.
“I got your message,” Ben said as he entered the room and crossed it to stand behind his sister/cousin as she pulled the plug on the dishwater and waited for it to drain from the sink. “You didn’t really say what was wrong but it sounded important so I got over here as soon as I finished classes. I even passed up a date with a girl I knew I’d be able to knock up.”
“Sorry about that Ben,” Gwen said with just a hint of sarcasm, “it probably could have waited until after you knocked her up.”
“Gwen, I did get here as soon as I could,” Ben pointed out. “I can’t exactly skip any of my graduate classes you know.”
“I know,” Gwen sighed, “you have to get your masters if the Plumbers are going to hire you like they promised. But this really is important.”
“So where are the kids?” Ben asked as he took a quick look around the room. “Are they alright?”
“The kids are fine,” Gwen said, “they’re playing over at Keesha’s – except for Tim and Cindy, but the kids are what I want to talk to you about.”
“Are you sure about that?” Ben asked as he slipped his hands under Gwen’s shirt and ran them up to grope her tits through her bra. “Considering the shirt and pants you’re wearing I thought you might be trying to remind me of something – like the first road trip we took with Grandpa Max?”
“Well I was thinking about that after I found out I was pregnant again this morning,” Gwen admitted.
“I thought I knocked you up last month,” Ben said with a grin as he pushed Gwen’s bra up so he could fondle her bare breasts and tweak her nipples until they popped erect against his fingers.
“You always know don’t you Ben?” Gwen asked with a sigh of pleasure as her cousin’s experienced hands continued to play with her tits and she felt her pussy getting wet in anticipation of what she knew was coming. “But I did call you because of the kids.”
“What about the kids?” Ben asked as he kissed the back of Gwen’s neck and shifted one of his hands down her body until he slipped it into her pants and squeezed her wet cunt through her panties.
As Gwen told Ben about Ken and the others he pulled her shirt and bra off and pushed her pants and panties down to her ankles so she could kick them off her legs as he opened his zipper and pulled out his stiff cock. “So, any ideas?” Gwen finished as Ben ran the tip of his eight and a half inch cock along her wet slit.
“Oh, I have plenty of ideas,” Ben chuckled as Gwen bent forward so he could aim his cock at her red furred cunt.
“I meant about the kids,” Gwen said with a moan as Ben sank his cock into her with one quick thrust.
“Them too,” Ben said with a grunt as Gwen slammed her ass back to meet hist thrusts. “We’ve known for a long time that there was more to the Omnitrix then just changing me into an alien. In fact I’ve suspected for a while that part of the reason I have such a high libido is because of the watch. Now I think there’s even more to it then that, I think the Omnitrix could be altering the DNA of my sperm so that every time I knock a girl up the baby has the potential of changing into the alien that I’ve just been – or that I change into just after we fuck.”
“So you noticed the pattern too,” Gwen panted as her body quivered with her approaching orgasm, “Kendal can change into Horndog – the alien you changed into just before you knocked me up the first time – Ben and Gwen can change into Dittos – the alien you changed into just after you fucked Jane.”
“And Misha can change into a Greymatter – the alien I changed into just after I fucked Keesha.”
“Don’t forget Teena,” Gwen moaned, “you knocked me up with her just after a battle where you were flying around as Stinkfly.”
“That’s right, I did,” Ben grunted as his balls clamped tight with one last thrust as he buried his cock deep into Gwen’s already pregnant belly and screamed his pleasure as he shot his load.”
“Oh damn,” Gwen screamed as her body went tense and her pussy clamped down hard on Ben’s cock to milk his baby juice into her belly.
“You’re such a great fuck Gwen,” Ben groaned in his sister’s ear as he pulled his limp cock out of her wet pussy.
“You say that to all the girls you fuck Ben,” Gwen said with a happy grin.
“Because it’s true about every girl I fuck,” Ben said with a chuckle.
“Ben,” Gwen said as a sudden thought struck her, “just how many girls have you fucked and knocked up? How many kids do you actually have?”
“I don’t know,” Ben said with a frown, “it’s hard to keep track after a while. Especially since I lost touch with a lot of the girls I fucked during the second and third road trips we took with Grandpa Max. But if I had to take a guess I’d have to say I have two or three hundred kids out there besides what I have with the family, Keesha, and her mother.”
“That many,” Gwen asked in surprise, “you’ve been busier than I realized. Anyway, Ben, what if every one of your kids has the ability to change into one of your aliens?”
“That’s a lot of aliens,” Ben said thoughtfully.
“It would make quite an alien defense force,” Gwen said thoughtfully.
“I wonder if that’s what the Omnitrix was doing all this time,” Ben said. “Creating a force of human aliens to defend Earth against alien attack. In fact you could say that I’ve created the Ben Ten Alien Force.”
“You’re joking,” Gwen said with a choked laugh.
“Not really,” Ben said thoughtfully, “once my kids start changing a showing up all around the country I could go to the Plumbers and suggest that they take the kids in and use them as a defense force with me as the trainer and commander. When you think about it that way the name actually fits – in fact I bet someone else will come up with the name even if I keep my mouth shut.”
“I think you could be right Ben,” Gwen said as she bent down to pick up her clothes and pull them back on as Ben pushed his limp cock back in his pants and zipped them up. “The Plumbers would probably love the idea of having their own alien defense force and I’m sure they’d find a way to support your kids while you train them, and someone probably would come up with the same name you just suggested – but they’d never know how accurate the name was.”
“I hope not,” Ben said with a chuckle. As Gwen finished putting her clothes on Ben signaled for her to listen. “Did you hear that?”
“Yes,” Gwen said after she listened to the sound of squeaking springs and moans of pleasure, “but who could it be?”
“Are you sure the kids are all at Keesha’s?” Ben asked as he looked past the living room to the hall beyond it.
“I thought they were,” Gwen said in a whisper, “but I guess someone could have come back while you and I were busy in the kitchen. “The sounds are coming from the girl’s room.”
“I can hear that as well as you can,” Ben hissed. He crept up to the door and eased it open until he could peer into the room and see the two children on the bed before he moved aside so Gwen could see what was happening. As Gwen opened her lips in surprise Ben put his hand over her mouth and closed the door as silently as he’d opened it before he pulled her back into the living room.
“Ben, do you have any idea what you’re doing?” Gwen said as the sound of her two children fucking continued to come from the other room.
“What can I say?” Ben asked with a shrug, “like father like son?”
“And like mother like daughter,” Gwen agreed with a choked giggle, “more than you realize since Teena had her first period just two weeks ago.”
“I suspected that,” Ben said. “I don’t know if Ken has the same chance to knock up Teena as I would, but if he has a chance to do it he probably has already.”
“I guess you’re right,” Gwen said with a sigh and then frowned at Ben as he started to chuckle. “What’s so funny?”
“I was just wondering, do you think we’ll find out it eleven years what you get when you cross Horndog with Stinkfly?”