Ben's member twitched eagerly as his eyes were fixated on the beautiful women that sat in front of him. Drew Saturday, the hottest Milf in the whole city of Bellwood was happily chatting and sipping her glass of red wine with his mom, Sandra Tennyson about something that seemed interesting but Ben couldn't make any sense of what the two women were saying. Instead, Ben's eyes were locked on Drew's firm pair of double D cup breasts, that created a deep cleavage within her clothing. She wore an orange spaghetti strap dress that hung tightly to her hourglass figure. The dress stopped at her mid thighs showing off her nice long smooth legs. She wore white stiletto heels that made her a few inches taller than she already was and wore diamond earrings with a matching necklace. Instead of her usual ponytail and curled side bang, she wore her hair straight.

All in all, Drew looked very sexy and elegant at the same time. "Ben." A voice next to him said, snapping Ben out of his trance. He turned to his left and was met with a look of annoyance on his good friend, Zak's face. "Dude, could you stop staring at my moms tits for one minute?" Ben blushed and cleared his throat as he looked down at his shoes. "S-sorry man. It's just-"

"Stop." Zak said, holding up his right hand. "I know Ben, I heard it all from other people. Just, please try not to stare so much okay? It's my mom's birthday remember?" Ben nodded firmly. "Okay. I-uh I will try not to." Zak smiled at this. "Thanks dude." "No problem." Suddenly, Doc raised up his glass clinking it with his fork and everybody at the table fell silent.

"Can I have your attention everyone? Tonight is a very special night indeed. On this day the love of my life was brought into this world and I cherish having her with me. She blessed us with a beautiful child that brought me joy. Let us celebrate my beautiful and lovely wife's 28th birthday! A toast to Drew!" "Hear, Hear!" Everyone said as they all clinked their glasses of wine (except for Ben and Zak who had soda in theirs.) together. Drew smiled and kissed her husband lovingly. Ben saw this and felt a twinge of envy deep in his gut. According to Ben, Doc was possibly the luckiest man on Earth- no, the luckiest man in the GALAXY to be married to a complete bombshell like Drew.

But it wasn't all about Drew's physical features that turned on Ben (though most of the time it was. Especially when he was alone.) it was her love for science and her career of being a scientist as well. Ben was drawn to females that had a good head on their shoulders, not just females who were all beauty and no brains. Drew Saturday was the entire package. Her passion for studying the creepy and unknown, her way of combat when she fought an enemy, her icy blue eyes that took in the world and everything around her, the way she smiled with those luscious orange lips...

Oh, shit! Damn it! I'm doing it again! Fuck, I can't help it she's so just damn hot. I just wanna- Ben bit down on his tongue. Not hard enough to draw blood but hard enough to snap him out of his sexual fantasies and calm down the boner in his pants. Ben mentally shook his head and focused on Drew's face as she opened her mouth to speak.

"I want to thank you all for coming to celebrate my birthday with my family. Sandra, Carl and... Ben." Drew smiled sweetly as she mentioned each of Ben's parents but after she said his name, she gave a flirtatious grin and winked slowly at him. Ben's mouth fell open.

Is she doing what I think she's doing? Oh, man! I can't believe she's flirting with me... "Er, uh it's no problem Mrs. Saturday we're happy to accompany you this evening." Ben smiled shyly with a blush present on his face. Doc and Carl raised their eyebrows at Ben's sudden shyness while Zak stifled his laughter. "Mrs. Saturday? Oh, man dude!" He whispered, snickering low enough so only Ben could hear him.

Ben glared at Zak with his blush never leaving his face. "Oh Ben! You can call me Drew. Being called Mrs makes me feel older than I already am!" "Okay, Drew it is then." "There you go!" She giggled slightly swaying a bit in her seat. Doc noticed this and frowned. "Uh hun, not to burst your bubble or anything, but I think you may have drunken a bit too much don't you think?" "Bullshit! It's my 28th birthday and if I feel like getting wasted then I'm going to fuck shit up in this bitch! I'm a grown ass woman!"

"WHOOO! Right on sister! Let's go wild!" Sandra drunkenly yelled as she pulled off the top part of her two piece dress leaving her in her sky blue bra. Everybody's eyes went wide except for Drew who laughed drunkenly at the sight. "Muh- muh MOM! You're half naked!" Ben shouted averting his eyes. "Sandra! What are you doing?!" Carl yelled. "What you should be doing! Come on Carl lets partyyy!" Zak stared at Sandra's c cup breasts as the bra she wore barely covered them, gulping nervously. Ben caught him and snickered.

"Who's checking out whose mom now huh? What a pervert!" "Shut it Tennyson! You know I can't resist a topless lady... it's one of my weaknesses." Zak blushed crossing his arms and turning away. "Ah relax man, I'm just teasing you." Zak smiled at Ben. "I'll uh, I'll go get a bucket of water." Doc said as he scrambled to the kitchen. "Mhm, hurry on back honey!"

Drew slurred as she sloppily waved at her husband. "And I will be taking you to the car Sandra. Come along now let's go." "Awwwww, but I wanted to have summoorree funnn." Sandra whined. "You've had enough fun for one night. Come Ben let's go. Tell Mrs. Saturday thank you for letting us have dinner at her home." Carl motioned for his son to follow along as he picked up the discarded lavender top off of the white tiled floor.

Just as Ben was about to get up and obey his father, Drew spoke. "Ahhh noooo. I was hoping Ben could stay overnight. I neeeed him for help studying and analyzing a skeleton of a creature I found last week." "I don't think that's a good idea. You're drunk, and you're in no condition to be doing such work at this time of night." "Please Mr. Tennyson! Your booyyy is smart and I could use the help of a young miiinnd. I promise he'll be safe here in the hoouuse." Carl raised an eyebrow but listened to Drew's plea.

"Okay Ben. I want you home tomorrow morning. Do you understand me?" Ben couldn't believe his ears. Had Drew begged his father to let him stay the night with her? Ben felt like he could jump all the way to the moon without having to use the omnitrix to transform into crash hopper. "Yes dad. I understand you perfectly." "... Alright. I'll see you then. Goodnight Ben." The front door closed and the car started up as Carl pulled out of the driveway and drove away from the Saturday household with a very intoxicated Sandra sprawled out in the backseat.

"I'm ba- hey where did Carl and Sandra go?" Doc said as he put down the bucket of ice-cold water scratching his head in confusion. "Oh you just missed them dad. They went home for the night and Ben's staying overnight to help out mom with that fossil we discovered last week." "Ah. Well okay. The guest room is on the second floor right across from the bathroom. You can't miss it." "Thank you." Doc smiled sincerely. "No problem." Turning to his wife he dumped the ice-cold water over her, drenching her completely."

"Eeek!" Drew squealed as the ice-cold water met with her skin. She turned around and glared at her husband. "What the fuck Doc?! Why the hell did you do that for? My birthday outfit is ruined!" Even though she was furious, and you could practically see steam coming off of her Doc smiled anyway. "You were drunk on your ass honey. You always told me what to do if you ever get wasted."

Drew's anger slowly dispersed and a smile began to form on her face. Ben couldn't believe his eyes. He hoped his eyesight didn't choose to fail him now because what he witnessed was a dream come true. The coldness of the water made Drew's nipples visible through her dress. Ben could see how she wasn't wearing a bra. The water droplets rested on her breasts like how they would on a glass of water outside. He swore on his omnitrix that those nipples were hard enough to cut glass.

Her wet hair sticking to her body like glue as if she just got out of the shower didn't help either. Now Benjamin Tennyson was extremely horny. He needed to take care of it before he did something he would regret. "Excuse me! I'm going to go upstairs to the room now!" Ben mumbled tripping over his own feet as he ran up the stairs to his room for the night.

Doc was confused, Zak was amused and Drew smiled. She then developed a great idea. "Well I'm going to take a nice long hot shower now before me and Ben work on that fossil in the basement. I don't want to work in drenched clothes." She giggled. "Okay hon. Don't keep Ben waiting for too long dear." Doc said as he kissed his wife's forehead.

Ben moaned as he shot his cum into the napkin he managed to swipe from the dinning room downstairs. "Oh man, that was great!" Ben smiled satisfied and threw the soiled napkin out of the window. Unfortunately for him, he was still hard. "Damn it. I guess one time wasn't enough. Maybe I could-" Ben was cut off mid-sentence as he heard the shower starting. He got a naughty idea as he slowly crept over to the bathroom door cracking it slightly.

There she was. Drew Saturday naked as day wearing her "true birthday suit" lathering up her body. All Ben could see was her backside and the sides of her breasts, but he didn't complain. Drew's ass was perfectly round and shaped like a peach with the perfect amount of fatness. You would forget she has a nice ass if you only focused on her huge tits.

Damn, she has cute little ass dimples! Man look at that rump! Ben decided he couldn't pass up a chance like this. Unzipping his dress pants, Ben took out his almost painful hard cock and began to slowly stroke it. He watched as Drew lathered her breasts and bent down to scrub her legs... giving him full view of her pussy. Ben began to stroke faster and faster. The sight was too much for Ben as he blew his load onto the fuzzy carpet stifling his moan.

"That was fast. I'm surprised you came so quickly." Ben's blood turned ice-cold and all the color drained from his face as he looked up and was met with a look of a satisfaction on Drew's face. "I- uh," "Come in and lock the door behind you." Ben gulped and did as he was told. Putting his hands over his softening cock he was staring at the floor with a feverish blush on his face. Drew shut off the water coming from the shower head and turned around giving Ben a full view of her wet body.

" I know you were staring at my breasts and ass earlier young man." Drew spoke firmly. "I... I'm s-sorry... M-Mrs. S-Saturday. I-I couldn't h-help I-it." Ben wanted to kick himself for squeaking like a mouse when his pride for himself was way bigger. He looked up expecting Drew to be furious or possibly whack him with a wet towel or something but, he was met with lust in those icy eyes.

"Mmmm, it's okay stud. Lets me know that I still got it~" she seductively purred swaying her hips as she walked over to Ben. "W-what're doing?" Ben gulped backing away a little but in his mind, he was very excited. "You." Was all Drew said before she grasped Ben's chin lifting it upwards to her face and kissing his lips passionately. Ben's eyes bulged out of his head and he stood frozen.

Holy shit! Is this really happening? Please if this is a dream never let me wake up from it! Ben's body responded, and he kissed Drew back matching her tempo. He lightly nibbled her bottom lip asking for permission. She opened her mouth and gave him access. As soon as Drew opened her mouth, Ben was the first to anticipate the beginning of their very first french kiss.

Drew moaned suddenly, which made Ben moan as well. Drew broke the kiss and looked at Ben, her eyes clouded with lust. "You're a great kisser." She licked her lips after saying "Yummy too." Ben's face was redder than four arms' skin color as he thanked her. The bathroom was silent except for the clock ticking. "Ben. I'm going to be honest with you. You're a cute young man and when you fight with enemies it's straight up HOT. I want you right here and now. Please fuck me with your massive cock Ben!"

Ben's eyes widened at what he had just heard. "B-but what about Doc you know, your husband?" Ben was horny yes, but he wasn't just going to downright fuck a married woman just like that. No, he was the Ben Tennyson and he had respect. "It would only be just one time!" Or a couple of times... Drew silently added in her mind, biting her lip.

"I really want to, but it wouldn't feel right to me. Zak is one of my good friends, I couldn't deal with myself knowing I fucked his mom. His married mom." Ben sighed and frowned looking away embarrassed. Drew was about to protest but then, she got a splendid idea. "Ben you're a hero right? And you come to people's rescue when they need you right? Well right now I'm in distress and I could really use a hero to help me~"

Drew whined seductively with her left hand pinching her right nipple and moving her right hand down to her pussy, slowly spreading her pink slit for Ben's eyes to see. Shit! Look at that tight little slit just begging to be fucked... Ben bit his lip, pre-cum pooling up on the head of his now hardened cock. Finally, he spoke. "O-ok. B-but let's just keep this between us only okay?" "Yes yes! Come here already!" And with that the two began to resume their make out session, while they touched and felt around each other's bodies.

Ben slipped a finger inside of Drew's pussy and started moving and wriggling it around. Drew reluctantly broke the kiss again and moaned with her eyes rolled up in her head. "Ahhhn~ j-just like that!" Hearing that made Ben's arousal rise even more. As he fingered her pussy, he pushed her back lightly onto the bathroom sink and made her put her left leg up while the other leg was left dangling.

"O-oh m-my! Ben you naughty boy!" Drew stuttered as waves of pleasure invaded her mind. "Spread those pussy lips for me nice and wide." Ben spoke in a low husky voice. "Mmmm~!" Ben remembered from porn that females loved dirty talk during sexual activities. He then tried out another thing he saw.

Ben inserted a second finger into Drew's wet snatch causing her to moan louder making Ben catch her lips. When he broke the kiss, he nibbled on the nape of her neck. "Shhh, be quiet. Unless you want me to stop?""N-no! P-please d-don't! Mmmmn~ The bathroom is soundproof anyway~!" Ben smirked at this. "You naughty whore." He brought his mouth down to her pussy, sucking on her clit.

"F-fuck~! Do that again~!" Ben obeyed and repeated his action. He started to lick up and down, swirling his tongue counterclockwise making sure he got a good taste of her juices. Oh, fuck this is sooo hot! She tastes like a sweet tangerine. I just wanna keep eating her up. Obviously, Ben's shyness had disappeared and his hormones went into autopilot as they took full control.

Ben licked and pumped his fingers in and out of the tight snatch until he felt her walls clench around his fingers. "About to cum Drew?" Ben teased as he started picking up the pace. "Mmhm! Ahh~ Fuck I'm CUMMING!~" As Drew's squealing filled the bathroom, Ben's face and mouth was met with Drew's cum. "Holy shit! You're a squirter Drew? I thought that only happened in porn!"

"You thought wrong babe." Drew said with a wide satisfied grin on her face. "Kiss me, I wanna taste my pussy on your lips." Ben moaned throaty as he tongue kissed Drew making sure she got what she asked for. "It's your turn now Benjamin have a seat." She motioned for him to sit down on the sink. Normally, Ben would get annoyed when he was called by his real name but, the way it sounded leaving Drew's lips and entering Ben's ears was sexy and made him eager with anticipation.

Drew stood in front of Ben her large breasts wiggling with her every movement. She then began to get on her knees, making sure Ben had a nice view of her fat plump ass. Oh man, is she going to do what I think she is? Ben bit his lip as Drew reached for his pants zipper. "Mmmm~ your cock is so big and meaty Benny. You mind if I have a taste?" She looked up at his lust filled toxic green eyes fluttering her long eyelashes.

Ben nodded with himself still biting on his lip. Drew gently grasped Ben's member, stroking it steady. Ben exhaled at her touch and gave a lustful smile. She planted a firm wet kiss on his cock before taking the pink tip in her mouth. "Mmmnn~" Drew moaned causing Ben to feel wonderful vibrations. Ben voiced his satisfaction by saying "It feels so good~" Drew had tongue power that was for sure. He looked down lovingly as her pretty lips was wrapped around his cock, suckling on it like she was drinking a drink with a straw. Damn, this boy got a piece on him! Drew thought as she rubbed her wet entrance with her thumb and middle finger.

Drew began to engulf more of Ben's cock, making slurping and gagging noises. Ben almost spilled his seed right in her mouth, but he held on a little longer for Drew. She took Ben's cock out of her mouth, creating a popping sound. Before Ben could ask why, Drew wrapped her breasts around Ben's cock and started moving them up and down.

"Mmmm~ D-Drew! F-fuck that feels g-good!" He moaned his approval as he felt his climax building. "I-I'm gonna... I'm gonna cum Drew! Get ready!" Lines of gooey thick cum spurted all over Ben's stomach and on Drew's chest. "Mmmmnn~ that was so hot Ben!" Drew giggled as she licked the cum off her boobs and then off of his body.

Ben panted with hearts in his eyes. "You like that big boy?" Drew purred lightly touching his inner thighs through his pants. "Mhmm~" Drew grinned as she got up off her knees and stood wiggling her ass in front of Ben. "Don't be afraid to slap this ass young man~" She wiggled it some more until she made a soft yelp just as Ben made contact with her ass.

Smiling lustily, Ben took Drew's arms and forced her arms behind her back as he made her bend over ass in the air, as she was laying on her stomach on the double mirrored sink counter. "Oh my! Somebody's really eager to fuck the birthday girls pussy!" "I've been dreaming about it for so long," Ben said as he lined his cock up to her wet pussy "now, I can make it a reality!" After he spoke, Ben started rubbing his cock on her lips and clit, teasing the horny milf. "Mmmnn~ hurry up and fuck me already! Fuck this birthday milf!"

"Okay, it's hero time!" Ben said his famous catchphrase as he finally entered Drew's pussy. "Fuck! I think I know why they call you Ben 10 now!~ your cock is stretching me out, it feels sooo fucking nice~" Drew's eyes rolled up into her head and her tongue was hanging out of the side of her mouth as the teen began thrusting in and out of Drew's snatch. Damn it! Her pussy is so soft and tight~ This feels amazing! At that very moment, Ben didn't have any memories of anything. His mind was clouded with lust and ultimate pleasure. The more he bucked his hips, the more Drew tried to keep up with his tempo.

Sounds of wet flesh slapping against each other and pleased moans filled the bathroom. Ben loved the view of Drew's ass bouncing and jiggling gracefully as he fucked her. He then got an idea. Placing his right hand on Drew's head, he began pulling on her hair. Ben was rewarded with a pleased moan. "Mmmn! Fuck yes! Pull my hair more you stud!~"Ben smiled as he complied, pulling on Drew's hair some more.

"D-Drew! I-I'm gonna cum soon!" Ben whined as he felt his sack almost full, ready to explode any minute. "Meee t-too~! Together then! Let's cum together!" "B-but what about-?" "I'm on the pill normally just do it! Fill me with your heroic seed!" "O-oKAY!" Ben and Drew moaned in high octaves as his seed filled up Drew's womb and her juices splashed onto Ben's balls. For a hot minute, the two stayed still basking in each other's warm body heat. "That was a great fuck Tennyson. Best birthday ever!"

"You're welcome." Ben beamed as he pulled out his cock, making a satisfying popping noise. "I was a virgin a few minutes ago, you know." Ben blushed timidly. "Oh you were great on your first time! Good job really! You fucked the shit outta me!" Drew giggled as she caught Ben's lips in an off guard kiss. Their tongues swirled around inside each other's mouths passionately. Reluctantly though, the two pulled away to get air. "I guess I should help you with that fossil/ skeleton thing now huh?"

"Oh Ben, don't worry about that. I can do it by myself with no problem! I just said that in front of Zak and Doc, so I could get the two of us to have some alone time." Drew naughtily smiled. "Wait, so you had this whole thing planned out?" Ben asked surprised. Drew's smile got wider. "You naughty bitch." They broke out in laughter with their faces flushed. "Mmmm I better get back to my shower and you better get back to your room mister. Your father is still expecting you home tomorrow morning." Drew spoke as she was stepping into the shower turning on the hot water valve.

"Yes ma'am~" Ben purred before giving Drew one last smack on her ass, zipping up his zipper and heading to the bathroom door to unlock it. As Ben left the door cracked behind him, he went into his room for the night with a goofy smile plastered along his face. Best. Night. Ever! Can't wait to jerk off to this memory! Ben laid back on the bed with his hands behind his head smiling as he thought about the recent events that took place, falling into a content sleep a few minutes later.

Benjamin Kirby Tennyson had accomplished his biggest goal and there was not a mother-fucking thing anyone or anybody could do to mess up Ben's current mood. He had finally did it. Ben 10 had won the sweetest prize of a lifetime and he was NEVER going to forget it. EVER.


Phew! This chapter alone was 4K words, the longest I've ever written a chapter. Hope you guys enjoyed this! I put a lot of time into writingit. Reviews are always welcome. Please don't forget to follow my Instagram account dedicated for writing FanFiction: darktaurus._ thanks for reading this far. God bless you and Merry Christmas!