Ben watched through the window of the gym door until he saw the last girl enter the locker room. With one class headed for the showers Ben figured he had just enough time to reach his usual hiding place behind the bleachers before Karen’s class hit the courts. With a quick look to make sure no one was in the hall to see him Ben activated the Omnitrix and felt the energy flow through his body as he transformed into Upgrade.
In his new form Ben flowed through the double doors leading to the gym and then flattened out against the gym floor until he reached the bleachers. When he reached his usual hiding place Ben detached himself from the bleachers and deactivated the watch to change into his normal human form. Ben didn’t have to wait long before Karen’s class ran out of the girl’s locker room and started running laps around the gym. He saw Karen run past his position three times through the slats of the bleachers before Miss Sinclare came out and blew her whistle to get everyone’s attention.
“Ok, everyone calm down,” Miss Sinclare called over the rumble of voices as the girls took their positions. “I know you were all looking forward to the track events today but it’s raining too hard for us to go outside.” There was a mutter of disappointment and Miss Sinclare blew her whistle to get everyone’s attention again. “Since we’re stuck inside we may as well make the most of it. Brogan, Evans, you’re team captains. Choose your teams for dodge ball.”
Miss Sinclare put an end to another groan with a look and the two girls she’d called on started choosing teams. Ben watched as the teams were chosen, suppressing quick grin when Karen was chosen, wondering if she would have been chosen so early if Connie Evans realized that she was two months pregnant - or that this was the usual day she found a way to get away from the rest of the class for a quick fuck.
Once the teams were chosen Ben watched while the two teams did their best to knock each other out of the game. He noticed that Miss Sinclare was watching the girls as closely as he was but he decided she was just doing her job and making sure that no one was cheating. When he turned back to the game Ben saw Karen stepping into a thrown ball like she was going to catch it but he could tell she intentionally missed the catch so it hit her in the shoulder instead. With a short blast from her whistle Miss Sinclare signaled for the blond to leave the game and a few seconds later Ben saw her sneak away from her eliminated team mates and head for his hiding place.
“We have to hurry,” Karen said, shoving her gym shorts and panties down to her knees with one quick shove and then leaning against one of the bleacher’s support rails to give Ben easy access to her drooling cunt.
“This would be a lot easier if you’d just agree to meet me before or after school,” Ben said as he unzipped his pants and pulled his hard cock out into the open. He used his knee to open Karen’s legs as far as they’d go with her shorts bunched around her knees and slid his prick between her thighs until the head touched Karen’s slick pussy lips. “If we could get together then we’d have plenty of time to fuck properly with our clothes off and plenty of time to snuggle up afterward instead of rushing through it every time.”
“We’ve been through this before Ben,” Karen said with a weary sigh, snuggling back against Ben so the head of his cock eased into her hot slimy pussy. “My parents are way to uptight to let me come to school early - or stay late - so this is our only option if we’re going to keep having sex. And I don’t know about you, but I’m way too horny to go without a cock in my pussy now that you’ve popped my cherry.”
“And having a baby in your belly probably makes you even hornier,” Ben said with a chuckle, patting Karen’s flat belly. Her pregnancy wasn’t showing yet, but the skin under his hand was much firmer than it had been two months earlier.
“So horny I could have screamed when I didn’t get your cock yesterday,” Karen said with a soft hiss, slamming her ass back against Ben to bury his cock as deep as it would go in her pregnant cunt. “What happened yesterday? I thought we had a date.”
“Sorry about that,” Ben muttered, “my mom, Gwen’s mom, and Keesha’s mom had plans for me two nights ago. All three of them wanted to get their new babies started as soon as they could, and all three of them hit their most fertile time on the same day. I had to fuck all three of them twice that night and then again in the morning ‘just to be sure’ and I still hadn’t recovered enough to do anything for our date so I thought I better skip it. After all, it wouldn’t be a good idea for Miss Sinclare to catch me sneaking into the gym for no reason. But at least all three of them are now happily pregnant so I won’t have to do that again for at least nine months.”
“I guess you’re right,” Karen panted, the fire in her pussy growing out of control with every stroke of Ben’s cock in her belly. She knew she was getting close and when Ben slid a hand under her shirt and bra to pinch her erect nipple it was all she could do to stop herself from screaming in pleasure as his cum splashed deep in her slit. “Thank you Ben,” Karen murmured with dreamy pleasure as her knees regained enough strength to support her.
“No, thank you,” Ben whispered back, giving her tits an affectionate squeeze before he pulled his hand away.
“So this is why you keep sneaking away from the class,” a voice said behind Ben. He turned to see Miss Sinclare glaring at the two of them and he gave her a worried smile as he backed away from Karen’s ass, letting the last drop of his sperm roll down her inner thigh when he pulled out of her pussy.
“Do you have any idea how dangerous this is?” Miss Sinclare hissed while she watched Karen pull her panties and shorts up snug against her pussy, wiping Ben’s sperm off her leg with her hand before she licked it clean with a grin.
“Of course we know,” Karen said impishly, “that’s what makes fucking so much fun.
“But Karen,” Miss Sinclare said in an excited whisper, “don’t you realize you could get pregnant.”
“Could?” Ben asked with a snicker, he wondered it Karen had noticed the same things about her red headed gym teacher that he had.
“I should have known,” Miss Sinclare said with a disgusted sigh. “None of the girls ever named you, Ben, but you do seem like the most likely candidate for most of the pregnancies around the school in the past year or so. How far along are you?”
“Two months,” Karen said excitedly, patting her belly as she spoke. “Ben knocked me up the first time we fucked. Ben knocks everyone up the first time he fucks them.”
“Is that true?” Miss Sinclare asked, brushing her shoulder length hair back from her face as she looked at Ben with new interest.
“Not every girl,” Ben said sheepishly, “some of them are already pregnant or on the pill and I can’t knock them up. But if there’s a chance I can knock a girl up, I do.”
“Interesting,” Miss Sinclare drawled.
“What is so interesting about Ben knocking up every girl he fucks?” Karen asked, giving her redheaded teacher a puzzled look.
“Haven’t you figured it out yet Karen?” Ben asked. “You told me that she was very strict about making sure all of you wore bras and panties under your gym suits, right?”
“Yeah,” Karen said slowly.
“Well look at her, look at the way her nipples stick out against her shirt. Look at the wet spot in her crotch where her pussy is leaking even more juice than you do,” Karen looked and a slow smile crossed her lips when she realized what Ben was about to say. “She’s horny as hell, and I bet she came back here to join the fun. That’s why she’s been so careful about keeping her voice down.”
“Don’t be ridicules Tynison,” Miss Sinclare said, trying to cover the obvious signs of her arousal while Ben stepped closer, his cock growing harder with each step until he was close enough to reach out and touch her.
“If I’m wrong,” Ben said as he slipped his hand under the Gym teacher’s t-shirt to grab one of her large breasts, “then why aren’t you screaming bloody murder right now?”
“Because I don’t want to attract attention and get the two of you in trouble,” Miss Sinclare said with a hiss of pleasure while she leaned closer while Ben pushed her shirt up to expose her tits.
“Wow,” Karen said in admiration, “I didn’t know you had such big tits Miss Sinclare.”
“There not that big,” the redheaded teacher said with a proud smile. “I’m only a 36c.”
“While they’re the largest I’ve ever seen,” Karen said, reaching out to tweak her teacher’s erect nipple, sending a shiver through the older woman’s body. “What about you Ben?”
“I’ve seen larger,” Ben said squeezing the other tit again before he bent forward to suck the nipple between his lips to Miss Sinclare’s obvious pleasure. “So Miss Sinclare, why don’t you tell me why you really came back here? Was it just to watch the show? Or did you want to join in?”
“I want to join in,” the redheaded teacher said in a husky whisper while Ben ran his fingers along her quivering pussy lips through the fabric of her gym shorts. “I’ve been watching the two of you for the last couple weeks and I’m so horny I can’t stand it. I haven’t had a good hard fuck since I told my boyfriend I wanted to have a baby and he left the apartment screaming in terror.”
“Do you still want a baby,” Karen asked her teacher with an impish grin, giving her tits a good squeeze while Ben worked her shorts down her legs until they were a puddle on the hardwood floor.
“Yes,” with a sigh half pleasure and half desire.as Ben ran his fingers through her slimy cunt lips.
“In that case you came to the right cock,” Karen giggled. “Ben’s managed to knock up every girl he’s ever fucked - usually on the first try.”
“Really?” Miss Sinclare asked hopefully.
“Really,” Ben said, his voice muffled by the older woman’s hairy pussy. “I’ve knocked up every girl I ever fucked, except the ones on the pill. If there’s a chance a girl can get knocked up, I do it. And don’t ask me how, but I can tell that if we fuck right now, I’ll knock you up for sure.”
“Good,” Miss Sinclare said, taking Ben by the wrist and pulling him toward the back wall of the bleachers. “But we better hurry up before anyone notices that Karen and I are missing.”
“Rush, rush, rush,” Ben muttered with a chuckle while he spread Miss Sinclare’s legs and grabbed her hips to urge her to bend her knees so he could reach her drooling slit from behind. “Don’t worry, I’ll have a baby in your belly before you know it.”
“Well stop talking and start fucking, Ben, the sooner you knock me up, the better.”
“Hold on then,” Ben said, easing the head of his cock between Miss Sinclare’s pussy lips, “because here comes your baby.”
“Not too fast,” Miss Sinclare said with a groan of pleasure, squeezing Ben’s cock with her pussy muscles while he shoved as deep as it would go in the gym teachers red furred cunt. “I want to have at least one orgasm while you’re knocking me up.”
“That won’t be a problem,” Ben grunted, rotating his cock in Miss Sinclare’s slit while it was buried deep in belly, “but since we’re in a hurry I think I’ll get a little help.”
“What do you mean?”
“Karen, how’d you like to suck Miss Sinclare’s tits while I fuck her? With your help I may be able to give her two orgasms before anyone notices you’re missing.”
“That sounds like fun,” Karen said, moving into position and pushing her gym teacher’s shirt out of the way so she could reach her fat juicy nipples.
“Your baby is going to love sucking on these,” Karen said, pinching Miss Sinclare’s tits to make her nipples even harder. “I bet your boyfriend loved sucking on them too.”
“He did,” with a sigh halfway between regret and pleasure while her belly shivered with her approaching orgasm. “Almost as much as I love having them sucked, and once I have my baby I’ll have them sucked more than ever.”
“You’re going to love it,” Ben whispered while Karen wrapped her lips around the gym instructor’s nipple and sucked the whole thing into her mouth. “My cousin Gwen says there’s nothing hotter than having her nipple sucked on by our son.”
“Your cousin?” Miss Sinclare gasped in surprised pleasure, “you knocked up your own cousin?”
“She was the first, but she wasn’t the last,” Ben said.
“Obviously,” Miss Sinclare said dryly. “And I bet I won’t be the last either.”
“Not unless I die knocking you up,” Ben said with a chuckle, “and I’m not about to do that.”
“No,” Miss Sinclare said with a quick laugh that grew into a muffled groan of pleasure as her pussy clamped tight around Ben’s cock with her first orgasm she wasn’t sure if it was Ben or Karen who put her over the edge, but she didn’t care as long as the two of them kept it up. Once she caught her breath she finished what she’d been saying while Ben continued to fuck her hard enough to make his balls bounce off her erect clit with every thrust. “I think you’re going to outlive me, and the way you’re going my baby will have plenty of brothers and sisters.”
“And just think,” Karen said, giving her teacher a smile before she switched to her other tit, “you’re baby will only be two months younger than mine.”
“If Ben knocks me up right now,” Miss Sinclare pointed out, leaning forward to give the blond girl easier access to her distended nipple. “I know you said that Ben’s going to knock me up today, but I’m not so sure.”
“Oh you’ll believe it,” Ben grunted, “in a couple weeks when you wake up running for the bathroom you’ll believe it. And when your belly starts swelling up with my baby you’ll know that I knocked you up - right now!”
With an extra umph Ben slammed his cock as deep as it could go in Miss Sinclare’s tight cunt and shot wad after wad of baby juice straight into her fertile womb. As soon as the first wad of cum hit her womb the gym teacher’s pussy clamped tight around Ben’s cock as her second orgasm rippled through belly.
“Thank you Ben,” Miss Sinclare said once she managed to catch her breath. She shooed Karen away from her tits and pulled her shirt down to cover her breasts and once Ben pulled his soft cock out of her cum filled slit she pulled shorts up to her waist. After brushing her hair in place with her fingers no one would have known that she’d just been fucked and impregnated by a twelve year old student.
“No, thank you,” Ben said, “I always enjoy knocking up a new girl.”
“Hurry up Karen, we need to get back before anyone realizes we’re gone,” Miss Sinclare said.
“Should we return together, or separately?” Karen asked.
“Together,” Miss Sinclare said after a seconds thought, “that way we can say that I caught you trying to sneak away and no one will suspect anything.”
“Hopefully,” Karen said with a grin. “Ben, you can get out of here without getting caught, right?”
“I always do,” Ben said with a shrug. “Same time next week?”
“Yes,” both Karen and Miss Sinclare said at the same time. The two of them looked at each other and grinned before the teacher added, “I’ll make sure that both of us will be able to get away and meet you back here next week. Who knows, we could make this threesome a regular event.”
“Sounds like a plan to me,” Ben said. “So I’ll the two of you back here next week.” As Ben watched Karen and Miss Sinclare rejoin the rest of the gym class he started wondering if any of his other teacher’s would like to have his babies. He was pretty sure his math teacher Miss Francis had been dropping a few hints his way, maybe it was time to see if there was something there.
As he activated the Omnitrix Ben wondered how long he’d have to wait for his next fuck. And what would happen when all his children started growing up.
- The End -
For anyone who’s interested here’s a list of the aliens that Ben’s children will turn into when they’re old enough. This list includes the children from the first story as well as this one, but doesn’t include all the children, just most of them.
Gwen: Son - Horndog, Daughter - Stinkfly
Jane: Twins, one boy, one girl - Ditto, Son - Upchuck
Keesha: Daughter - Greymatter
Kathy: Son - Upgrade
Mandy: Daughter - XLR8
Joey: Twin sons - Fourarms
Kai: Daughter - Benwolf
Stephanie: Daughter - Diamond Head
Lucy: Son - Canonbolt
Charmcaster: quadruplets, 2 girls, 2 boys - Wildvine
Future Gwen: Twins, 1 boy, 1 girl - Hotspot
Karen: Daughter - Ghost Freak
Nancy: Daughter - Grey Matter
Mary: Son - FrankenBen
Rachel: Daughter - Heatblast
Cindy: Daughter - Fourarms
Sarah: Son - XLR8
Kim: Twins, 2 Daughters - Stinkfly
Cathy: Son - Wildmutt
Miss Sinclare: Son - Upgrade
Sonia (Keesha’s mother): Daughter - Fourarms, Son - Diamond Head
Ben’s mother: Daughter - XLR8, Daughter - Heatblast
Gwen’s mother: Son - XLR8, Daughter - Ditto