Chapter 7

"Stay down," Gwen hissed at Ben as her cousin knelt behind the trash bin. "We can't let Jane see you before you change back.

"I know that," Ben said with the lizard-like hiss of his XLR8 form, "but why do I have to hide when she isn't even here yet."

"Because we don't know when she's going to get here," Gwen pointed out as she brushed her bulky sweatshirt into place and glanced around the school grounds. "I already told her about my magic but it might be a bit much to spring the whole alien switcheroo thing with her right now. If Jane comes around the corner and sees me standing next to XLR8 - or if she turns the corner just as you're changing into your own form."

"I guess you're right," Ben sighed, "but you know she's going to figure it out sooner or later."

"I know," Gwen muttered, "and she may not be happy with us when she does figure it out, but for now I think it would be best if we kept the watch to ourselves."

"Ok," Ben said as the Omnitrix started to beep. "Looks like we don't have to worry about it after all."

"That's what you think," Gwen said as she watched Jane come around the corner of the building just as Ben changed in a flash of red light.

"Hi Gwen," Jane called as soon as she was close enough to be sure that it was Gwen waiting for her outside the gym entrance with the brown haired boy standing next to her.

"Hi Jane," Gwen called with a wave as the brunette approached them. "This is my cousin Ben Tennyson, Ben this is Jane Martin, my best friend since first grade."

"Hi Jane," Ben said with his eyes focused on the bulge of her tits under her modest sweater. "I've been looking forward to meeting you."

"Really?" Jane asked as her own eyes drifted down to the lump in Ben's green pants. "And how long have you been looking forward to meeting me?"

"Ever since Gwen told me that you had early puberty just like me," Ben said with a self-conscious grin. "And how long have you looked forward to meeting me?"

"Since yesterday when Gwen told me that you were the one who popped her cherry and knocked her up," Jane said with a grin of her own. "If you're like me than you've been horny ever since your early puberty set in, right?"

"Yeah," Ben said as he gave Gwen a sheepish grin, "but I didn't want to tell Gwen about that."

"It isn't like it would have made any difference, dweeb," Gwen snapped. "After I cast that lust spell it didn't matter how horny you were before I cast it, because I was at least as horny as you by then. I don't think either of us could have stopped what happened after that - even if we wanted to."

"And I can see that neither of you wanted to stop once you got started," Jane said with a chuckle as she shifted her gaze from Ben's bulge to the one under Gwen's sweater.

"Hell no," Ben said as he slid his arm around his cousin's waist so that he could rub her pregnant belly under her bulky green sweater.

"Me either," Gwen said as she patted Ben's hand, "after our first fuck I don't think I could have stopped for anything - I didn't want to stop."

"And I can't wait to start," Jane pointed out. "So where is this special room Gwen was telling me about?"

"It's just off the gym," Ben said. "Before we head in I think Gwen should cast her invisibility spell so no one will see us as we enter the school."

"Oh good," Jane said as she watched Gwen pull her spell book out of her sleeve. "This means I get to see Gwen use her magic. So when do I get to watch you change into one of your alien heroes Ben?"

"What," Ben asked with a weak laugh as he gave Gwen a quick look. "What alien heroes are you talking about?"

"Do you really think I'm just a set of big tits and a horny cunt?" Jane asked with a disappointed voice. "After Gwen told me about her magic powers I went on-line last night to see what I could find out about what she was doing during the summer. I found a few references to Luck Girl as well as several others about a young red-headed girl casting magic spells. Every time you and your magic came up Ben and one or more of her heroes came up as well. The two of you weren't really that careful with your 'secret' identities - in fact the two of you and your grandfather even appeared in several pictures after Ben saved the day as one of his alien heroes."

"Yeah I guess we weren't that careful with our powers and aliens," Gwen said with a sheepish grin. "Do you think anyone else has figured it out yet?"

"Gwen, why are you worried about normal people like Jane figuring out our identities?" Ben asked with a thoughtful frown. "Most of our enemies already know who we are so I don't think it matters if other people know too, but I'm not ready to make a general announcement yet."

"I guess you're right," Gwen said thoughtfully. "But I need a lot of practice with my magic before I'll be ready to make a general announcement, and you'll need practice with your aliens too."

"Right," Ben said sarcastically, "you don't need practice when you're a natural."

"A natural disaster," Gwen said with a snort, "but we'll worry about that later."

"We better," Jane huffed with a smile that threatened to turn into a laugh as she watched the cousins bickering. "Because right now all Ben needs to worry about is popping my cherry and doing his best to knock me up."

"Right," Gwen said as she brought her spell book up to read the spell. Jane noticed the way her friend's voice took on a strange echoing quality as she spoke the words from her book and she felt the spell wash over her.

"Is that it?" Jane asked as Gwen slipped her spell book back into her sleeve.

"That's it," Gwen said with a nod, "the three of us are now invisible to everyone else. That means we can slip into the school through the gym entrance and head for our secret room without anyone seeing us."

"Great," Jane said as she slipped past the cousins and reached for the doorknob which refused to turn. "Except that the doors locked."

"No problem," Ben said as he reached into his pocket and pulled out three keys, "Grandpa Max made a copy of the key for me, and I made a copy for both of you last night." After he handed out the two extra keys Ben slipped his into the lock and opened the door wide so Gwen and Jane could walk past him into the dimly lit gym. "Follow me, Jane, you're going to love the room I set up for us."

"Are you sure no one will find it?" Jane asked as she followed the other two behind the bleachers and down the short narrow corridor.

"No way," Ben said before he explained why no one else knew about the room anymore.

"So this control room has been sitting here unknown and unused all these years?" Jane asked as Ben punched the code into the keypad and then gestured for her to enter the room first.

"You got that right," Ben said, "someone must have known about it at one point because I found a lot of trash in here the first time I opened the door, but as I cleaned it out I realized there was nothing newer than five years ago so I don't think anyone's known about it for at least that long."

"Wow," Jane said, taking a quick look around the small room before she crossed to the mattress and let herself drop down on it so that her ass bounced up suggestively. "This is even better than I expected. You know, I could keep my school clothes in here and change into them every morning - and then change back into my regular clothes before heading home in the afternoon. Even if my parents find a way to search my locker they'll never know what I'm doing."

"That's fine by me," Ben said as he looked at Gwen who nodded her own accent.

"Of course that means that I'll be naked in this room twice a day," Jane pointed out, "can you think of anything else we can do while I'm not wearing any clothes?"

"I can think of something," Ben said with a crooked grin as he watched Jane get to her feet and start to remove the conservative blouse and skirt that she'd worn from home.

"The two of you obviously have plans for right now," Gwen said as she watched Ben start to strip out of his own clothes as Jane let her bra fall to the floor so her oversize tits bounced free. "But I hope you don't mind if I watch."

"I don't mind," Ben said as he pushed his underwear down over his already erect cock.

"Neither do I," Jane said as she sat back down on the edge of the mattress and removed her socks. "In fact I think I like the idea of you watching while I lose my cherry and try to get knocked up."

"So do I," Ben said as he sat down next to Jane and removed his own socks. "Besides, we have enough time for me to fuck both of you before we have to worry about getting dressed and heading for class. But I can't do that if you leave Gwen."

"Then it's settled," Gwen said as she removed her own clothes and looked around for a comfortable place to sit down before she opened her book bag and pulled out her vibrator.

"Nice dildo," Jane said as she looked at the pink plastic shaft in Gwen's hand.

"That's one of the vibrators grandpa bought for you isn't it?" Ben asked as he took his eyes but not his fingers off Jane's naked tits.

"It sure is," Gwen said as she opened her thighs and guided the head of the vibrator to her clit by feel since she couldn't see her pussy past her pregnant belly. "I didn't want to take a chance with my favorite dildo - just in case someone caught us and searched my bag before I had a chance to hide it here in the room."

"That's not a problem," Ben said with a grin before he stuck his tongue out to lick Jane's erect nipples. "I can modify this vibrator just like I modified the other one. I can sneak back here during lunch and modify it as Greymatter so it'll be ready for you by last bell today."

"Sounds good to me," Gwen sighed as she ran the vibrator along her slit and erect clit. As he watched her Ben couldn't help but notice that the hair around his cousin's pussy had grown thicker since the first time he saw her naked and he wondered if that was because of her pregnancy or if it was natural.

"Can I use your dildo," Jane asked as she watched her friend slide the humming piece of plastic in and out of her drooling cunt. "I always wanted a dildo but I was afraid my parents would find it in my room even if I did manage to buy one."

"Sure you can use it," Gwen said with a low moan of pleasure as slid her vibrator in and out of her pussy, making sure that the plastic shaft slid across her clit with every thrust. "In fact I thought I'd keep this little toy here in our private fuck room so we can use it any time we want."

"Sounds like a fun way to spend my lunch time," Jane said with a grin.

"If you think this looks like fun," Gwen moaned as she slid her dildo in and out of her slimy cunt, "just wait until Greymatter modifies this baby. But right now don't you guys have something better to do than watch me?"

"We sure do," Ben said as he tore his eyes away from Gwen to look at Jane as he pinched her nipples. "Are you sure you're ready for this Jane?"

"Ready, willing, and anxious to get rid of my damn cherry," Jane said with a grin even larger than Ben's as she grabbed one of his hands and shifted it down to her fur covered crotch. As soon as his hand reached Jane's twat Ben started tickling the brunette's slit and clit until his fingers were coated with enough pussy juice that he could slide one between her cunt lips.

"Damn," Jane moaned as she closed her eyes in pleasure, "I don't know what feels better, my cunt or my tits."

"This is nothing," Ben said as he bent forward to give Jane a tongue filled kiss, "just wait until I pop your cherry and fill your pussy full of baby juice."