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...rd so we can get horizontal. I’m totally ready for you.” She removed her towel and Ben could see that her suit was totally dry except for between her legs. She turned her back and said “Unzip me.” Ben was about to but he had a really nasty idea come to mind. “I have an idea, lie down please.” “Ben... I still have my suit on.” Gwen said in protest. “And that’s my plan.” He grinned. “Now lie down.” Gwen did what he asked, she had no idea what he was thinking. Still she felt good in the suit and if Ben thought it was sexy, she guessed it wouldn’t distract from her pleasure. In 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 s...
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