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...fact as she was getting use to the idea it made her feel even more hornier for Ben. She lay there watching him wondering what he had planned. Ben looked at the Omnitrix and turned the dial to upgrade, this was going to fun he thought. “Gwen your swimsuit is going to get an upgrade!” He announced as he slammed down the button. Gwen’s mouth went agape, “Ben…I…” She didn’t have time to say anymore as upgrade had pounced on her and was beginning to take the place and merge with her shiny green suit. She laid back not knowing how this was going to turn out. As she closed her eyes she could feel upgrade moving over her body across her tits and now between her legs, she wanted to close them; repel this invader but instead spread herself wide for easy access. At first there was nothing then she felt the vibration and suction on each of her nipples, oh god it felt good she thought. “OMG Ben that feels so fucking good!!!” She screamed. Ben made a smile as upgrade, “You haven’t felt anything yet Gwen.” Ben said and continued to caress and suck at Gwen’s erect nipples. Gwen felt upgrades vibrations circle each of her tits sending waves towards ea...
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