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Benjamin Tennyson, his cousin Gwendolyn, and their grandfather Max start their summer camping trip. Ben 10 goes stomping off into the woods so he can check out Gwendolyn skinny dipping in a nearby pond. He is whacking off to the hot action when he discovers an alien pod on the ground. When he examines it, he finds a mysterious, watch-like device called the Omnitrix. The device attaches permanently to his wrist and gives him the ability to transform into a variety of alien life-forms, Gwen is so turned on by this, she wants to get fucked by all the Ben 10 manifestations. Ben 10 realizes that he has a responsibility to help others with these new abilities, he starts with Gwen, making her suck his alien dick and bending her over so she can feel that alien cock deep inside her tight ass. Ben 10 embarks in an adventure to fuck both good and evil, both extraterrestrial and earthly!