Date: Tue, 16 Oct 2007 08:35:17 -0700 (PDT)
From: K.Y.
Subject: Loving Ben-10

*** Disclaimer: This story is purely fictional, and is based on the
author's creative imagination only. If the content of this story - namely
its trans-generational, incestual and/or homosexual nature - will
incriminate you in any way, the author recommends you DO NOT read any
further. This story contains strong adult subject matter, and sexual
relations between two adult and minor relatives, albeit fictional, and is
intended for an adult audience, ages 18 and up ONLY.  It is further advised
that you DO NOT read this story if fiction of this nature is offensive to
you, the reader. Ben 10 and all character thereof are trademarks of Cartoon
Network Studios, All Rights Reserved ***

*** This story is a slash/fan fiction tale based on the show Ben-10. It
involves Ben Tennyson and his Grandpa Max in a romantic/sexual encounter.
If this sort of "live-in-the-moment" fling interests you, read on! ***

Loving Ben-10
By K.Y.

	Ben Tennyson awoke with a jolt, as though a surge of electricity,
emotion and shock shot through him like a transformer that had been hit by
lightening. As he sat up, his heart pounded, beating harder than ever
before. The room was dark and cold, and he was covered in icy
perspiration. A sudden shiver went down his spine - half from his low core
temperature, and half from his own impending sense of doom. He was
oblivious to his location, the time of day, and whether he was safe from
the enemy that had almost taken his life.

	Ben looked around, his heart anxiously pumping, the adrenaline
surging through his body, as it was at what seemed to be less than a split
second ago, before he lost consciousness. He felt a warm hand touch his
upper arm, the contact immediately sending yet another jolt through his
body. He let out a terrified scream.

	"Who are you1? Wha-where... where AM I?" he exclaimed in terror,
lacking any control of his emotions.

	"Relax, Ben! You're safe! You're safe, Buddy!" a deep, familiar
voice assured him. This did little to put him at ease.

	"Wh-wh-who..." Ben stuttered, beginning to understand whom the
person behind the mature, collect voice was.

	A small lamp clicked on beside him, revealing the presence of his
Grandpa, Max. Max's hand rested on his arm, with a firm, supportive
grip. His face held a gentle smile.

	"It's me, Grandpa! Boy, Ben, you really gave us a scare today!" his
Grandfather informed him. "We didn't know if you were going make it past
those first few hours! Or through the night..." he trailed off.

	Ben scratched his head and looked around. Suddenly he realized
where he was. He'd been unconscious on a bed inside the camper. He recalled
the events that transpired earlier. He remembered the fight with the
aliens. He remembered his last-ditch attempt to change into another form,
to save his own life, as the enemy closed in on him, and the Omnitrix
failing to perform.

	"You're remembering now, aren't you Ben?" Grandpa asked knowingly.

	Ben looked at Grandpa's wise face, nodding, and still rubbing his
head.

	"OWW!" Ben shrieked, making contact with a hard lump on the back
right side of his head.

	Grandpa laughed, rubbing Ben's back.

	"There, there, Ben. You hit your head pretty hard. That's why you
went unconscious."
	Ben, feeling the warm contact of his Grandfathers large hand on his
shoulder blades, suddenly realized he was without a shirt.

	"No wonder I'm so cold", he thought to himself. He couldn't tell if
he had made the statement out loud, or thought it in his mind.

	He reached under the covers to rub his sore right thigh, and
suddenly realized, also, that he had no pants, or even underwear on. Ben
gasped, and looked wide-eyed at his Grandpa. Instantly the boy's whole face
turned bright red. Max simply grinned and chuckled, putting his arm around
his sweaty, naked and freezing young Grandson.

	"Sorry if you were caught off guard or embarrassed by your... lack
of clothes, Ben. I had to take them off to clean you up and ensure your
were alright!"

	Ben looked down at the sheets covering his lower torso, feeling
vulnerable and exposed. He hadn't been naked, even if partly covered up, in
front of anyone since he was a very young boy. Max stood up and took a
small white blanket off the bench bed across from the one Ben was sitting
upright on. He placed it around the boy's shoulders and back.

	"This'll help 'ya warm up, buddy", Grandpa said with a smile. He
put his arms around Ben to re-enforce the security on the blanket.

	"Thanks", Ben muttered, not totally lifting his head but looking up
a bit more.

	"You're going to be OK, Ben", the man told him with a great deal of
sincerity. He stroked Ben's head, running his fingers through the boy's
thick brown hair. "You just had a bad day. You can't always win, you know!"

	"Yeah", Ben returned gloomily, shivering once more.

	Max pulled his young Grandson close to him and kissed him on the
top of his head. Ben looked up into his Grandfather's face - the most
adoring, caring face he had ever had the experience of knowing. His
grandpa, with a very knowing, understanding gaze, stared into Ben's
eyes. It almost made Ben a tad bit more uncomfortable, in a paradoxical
way. Max gently, with the back of his index finger, stroked Ben's soft
cheek, in a very affectionate way.

	"You have such BEAUTIFUL green eyes, Benjamin!" his Granddad
whispered to him. Ben had not heard Max call him "Benjamin" in many
years. There was something peculiar about this - yet at the same time, so
amazing and heartfelt.

	Ben closed his eyes, almost as an impulse of the moment. A little
tear rolled down his cheek, leaking through his shut eyelid.

	"Oh Grandpa! I love you... so much..." Ben stammered emotionally,
over come by joy, and at the same time, sorrow. "Thank you for taking care
of me!"

	"Shhh", Grandpa hissed softly, embracing his young Ben. He let his
hand touch the child's left side, and rubbed it soothingly. As he held Ben,
the man's hand slid down to the boy's thigh, his fingers impulsively making
their way to Ben's groin.

	"Ahhhh!" Ben exclaimed, as a sudden sensation, one he'd never felt
before, caught him off guard. Ben glared at Max almost indignantly.

	Max laughed, nervously. "Sorry Ben... I... didn't mean to."

	Ben looked down again, feeling shameful. Max looked at him
intently.

	"But y'know, Ben", Max continued, sliding his hand back to the
area, examining the size, shape and texture of the boy's penis, "it really
is a good sized piece of equipment for a boy your age!" He ran his fingers
and thumb around the top and underside of Ben's boyhood. He had never
touched another male, let alone a ten-year-old boy, like this before.

	Ben stared at Max, shocked, not knowing what to say. Max ran his
fingertips up and down Ben's bare back, ending at his buttocks, and
continuing upwards with his index finger. Suddenly, Ben began to experience
something he couldn't quite put his finger on, no matter how hard he
tried. Something pleasurable and remarkable was going on inside his small
penis and testicles. His scrotum exploded with the most unusual sensations,
and his inner thighs slowly felt caressed by this old man's generous,
careful hands.

	"Uhhhhhhh, ohh!" moaned Ben-10, now not even Ben-10 - just Ben... a
vulnerable young boy, embraced by the man who he always knew cared for him,
that he never knew loved him like this. Ben closed his eyes once more,
taking in the feeling of his Grandpa's soft hands fondling him, and the
blood rushing to his young penis. And Ben knew - whatever his Grandfather
was doing to him was alright. And he knew - whatever he wanted to do with
Ben was alright with Ben. And he knew - wherever he wanted to take Ben was
all right with him too.

	Grandpa put his hands on Ben's shoulders and gently made him lay
down on the bed. He pulled the sheets down, exposing Ben's naked body to
the open air. Ben was totally smooth and hairless, and his penis was erect
at four-and-a-half inches. Max smiled at the sight of his beautiful naked
grandson, and shivered with anticipation to pleasure the boy. Again,
running his fingers through the boy's soft hair, he spoke.

	"You are so beautiful, my little love. My handsome little Ben - my
boy, who I love as my own! I've always wanted to tell you, and to show
you!"

	Ben smiled. He raised his arms and rested them on the pillow, above
and on both sides of his head. Grandpa leaned over him, burying his face in
the sweet young boy's armpits, taking in the sweet scent of the boy. His
lips slowly touched Ben's smooth underarms, kissing them, showing them much
attention. Ben let out a welcoming sigh.

	The man moved down and outwards, kissing around the boy's soft,
pink nipples, moving to the middle of his chest. Now downwards he went, to
the boy's abdomen, down his muscular six-pack, and straight to his belly
button. He touched the area around the navel, gently stroking the
touch-friendly skin just above the boy's pubic bone. Slowly, he buried his
face in the boy's smooth crotch, feeling the softness of his pubic area,
taking in the sweet smell of boyhood. Ben put placed his hand on Grandpa's
head, ushering the man's mouth to take him in and give him his fill of
father-son love.

	The warm, watery sea of ecstasy covered Ben's most intimate region,
enveloping the essence of the boy, and bringing Ben's body into shimmering
waves of paradise. He worked the boy to a slow, steady climax, as the boy
became as a young, sexual god. Up and down, the man's mouth went over the
boy's shaft and glans, as Ben panted, his heart racing. Ben finally sighed
with the release of his sacred virginity. Max slowly took his mouth away
from Ben's body and placed his hand over the boy's soft young belly.

	"I love you, my Ben - my beautiful boy Ben", sighed Max.

	"I love you too, Daddy!", exclaimed young Ben with a wide smile,
now living in a whole new world.

	"Now tell me something, Ben", inquired Grandpa Max, "can the
Omnitrix do THAT?"