Rook's Proto-TRUK drove towards the Grant Mansion. In the passenger seat was Ben Tennyson, compeltely exhausted.

Ben slumped back in his chair. "I can't believe how you can drive after beating Dr. Animo's mutant beetle army." he said. "Those bugs were almost indestructible!"

"That is because I am an athlete, Ben. My body is well adjusted to whatever missions to come across." Rook simply said.

Ben frowned. "Congratulations."

The boys arrived at the mansion and were warmly greeted by Rachel and Sasha as soon as they walked in.

"Perfect timing, guys!" Sasha said. "We were just about to play with the aliens!"

Rook looked excited, but Ben did not. "No, thanks. I'm gonna crash." Ben left his friends and went into the living room. He went up to the couch and lied down. Once he closed his eyes, Ben fell fast asleep.

Ben sighed blissfully as he slept. The couch was so comfy, the cushions were so soft, and the pillow was so squishy.

Wait, squishy?

The human opened his eyes. He reached out and felt the pillow, it was not only squishy, but slimy! Ben gasped as he shot right off the couch and yelped when he saw that his "pillow" was made of slime! A squeaky giggle came from the slime pillow as it morphed into a humanoid blob with green eyes.

"Hi, Ben!" Goop waved at the disgusted teen.

"Goop?!" Ben quivered. When Ben himself was Goop, he was perfectly fine. But facing a Polymorph that was dead ringer to his own alien form was really starting to gross him out.

Goop saw Ben's fearful expression. He stayed still for a moment, then stretched himself in front of Ben's face. "Booga! Booga! Booga!"

"EYAAAAAAA!" Ben yelped and fell on the floor.

Goop squeaked with laughter. "So, Ben, why don't you and I play a bit?" Goop giggled as he wiggled his gooey fingers.

Ben wore a face of panic. Whenever he saw one of the Grant Mansion aliens wiggle their fingers like that, it could only mean one thing: Tickling.

"No, thanks!" Ben got up and ran down the hall in an effort to escape the Polymorph. He looked back to see if he was following him, until he bumped into something pretty big and hard. Ben groaned as he looked up and saw another alien with that tickly look in his eye.

"Oh, come on! Not this again!" Ben begged as he ran from Frankenstrike. He was at a dead end. He backed against the wall as the alien monster had him trapped.

Frankenstrike rapped his fingers together in gleeful anticipation. "Now, don't worry, Ben. This tickle experiment will be lots of fun!"

Ben whimpered. "Not for me!" He activated the Omnitrix and turned into Ghostfreak. Ben phased through the wall and tried to find a place to hide. "I'm not getting tickled this time!" Ben hated it when the aliens tried to tickle him. Why they were obsessed with tickling was beyond him.

Little did Ben know that as he looked for a hiding spot, his time as Ghostfreak was running out. When he passed through the tunnel that lead to Way Big's quarters, the Omnitrix timed out and Ben was right in the middle of the tunnel!

"OH, MAN!" Ben screamed. He was about to fall straight down the hole until he stuck his arms and legs out, stopping himself from falling. Ben didn't want to end up in Way Big's room. There was a good chance that the alien giant would want to tickle the bejeebers out of him too.

Ben gulped as he looked down to the dark abyss below. He had to get out of here, but how? He can't get at the Omnitrix, so he can't get out of the hole without drawing attention, because he's afraid the aliens will just tickle him silly after they save him.

"Hello, down there!" a voice squeaked.

Ben looked up and saw Goop looking down at him from the tunnel's opening. "What are you doing down there, Ben? Frankenstrike and the guys are looking for you!"

"That's exactly why I'm down here!" Ben shouted loud enough for Goop to hear. "I'm not getting tickled and you can't make me come out of here!"

"Oh, I wouldn't say that." Goop said oh so deviously. He morphed into a trail of slime and slid down the hole and oozed down Ben's shirt. Ben flinched, he shuddered feeling Goop's slimy form running down his back.

Goop's little spaceship floated beside Ben. "What's this? You don't like my slime?"

"No! I mean, j-just get out of there!" Ben said as shivers went down his spine as the alien slithered around his body.

"Not until you let go." Goop said.

"No! Never!" Ben snapped.

"Alright, fine." Goop began slithering all over Ben's body like a slimy, slippery snake. He slid himself around Ben's torso, under his arms, and over his shoulders, brushing against his neck.

Ben smiled, feeling a little ticklish. "Hehehehehehehehahahahahahaha!" Ben chuckled, trying not to laugh out loud.

"Oh? Does that tickle?" Goop teased. He wiggled a gooey tendril in Ben's belly button.

Ben let out a big guffaw before laughing out loud. "Ahahahahaha! Stop it! Hahahahahahaha!" As Ben laughed, his grip started to come loose and started to slide a little. He tried to strengthen his hold. "Noooo!"

Goop laughed. "I wonder how long you'll last." He morphed into two slimy tentacles and started tickling his underarms. "Tickle, tickle, tickle, tickle!"

Ben clenched his teeth and tried to be still. He wanted Goop off him so bad, but he didn't want to move around too much in fear that he would fall.

"What's wrong, Ben?" Goop purred in his ear. "Why aren't you laughing? Don't you wanna laugh?" He coiled around Ben's torso and started wiggling. "Go on, laugh."

Ben was on the brink of a laughing breakdown. He jerked in a vain effort to shake the Polymorph off of him. But nothing saved him from the tickling feeling of the slimy snake. He started to smile and tried to hold back his building laughter.

Goop was amused as he watched Ben twist and turn, trying to get rid of the tickling feeling. "Ooh, that tickles soooo much, doesn't it? Tickle, tickle! Wiggle, wiggle, wiggle!" he chirped.

Ben opened his mouth to tell Goop to shut up, but he didn't as he started laughing. He couldn't resist it anymore.

"AHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHA!" Ben laughed. "IT TICKLES! OH, STAHAHAHAP! I CAN'T TAKE IT! HAHAHAHAHAHAHAHA!"

"Oh, but what about here? And here? And what about here?" Goop said as he formed several tentacles and tickled Ben's neck, ears, and underarms.

"AHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHA!"

Ben just laughed. He couldn't think straight with so much tickling. He finally let go and hugged himself to make Goop stop, then Ben began to slide down the hole to Way Big's room, screaming all the way.

Finally, Ben plopped down on Way Big's bed. Ben laid there huffing for air, that tickle torture really wore him out. Goop's UFO came down, his slime slithered out of Ben's shirt and he morphed back to his bipedal shape. "Wasn't that fun?"

"No." Ben sighed. "Why do you aliens have to be so weird?" he moaned.

Goop turned to Ben. "What's that suppose to mean?"

"I mean that aliens can't act like normal people." Ben said. "Bad aliens have to make my life difficult while the good ones have to act all weird and gross and be obsessed with tickling." Ben glared at Goop at the last part. "Tickling isn't everything you know."

"But Ben, tickling makes people feel better when they're down." Goop said as he lied down beside him. "Why do you think we're always in a good mood?"

Ben didn't answer, he just turned away and got up, pondering a way to get out of here.

Then suddenly, Goop wrapped himself around Ben's body.

"Hey?! What're you-" Ben's mouth was covered with Goop's goop. Ben was now in a goop ball and was rocketed right up the tunnel and shot right out into the hallway. Goop made it so Ben's head and feet were poking out of the slime, but the human was still trapped in a thick wrap of slime.

Now Ben was getting mad. "Alright! What is going-" Ben stopped when he saw Rook, Rachel, and Sasha. Then Goop began tickling Ben's feet.

"Eheeheeheeheeheehee! Eheeheehee!" Ben giggled. "Cut it out!"

"Not until Mr. Grumpy pants cheers up!" Rachel singsonged.

"I'm not grumpy!" Ben barked, but went back to laughing. "Ahahahahahahaha! HAHAHAHAHAHAHAHAHAHAHAHAHAHAHA! Ohoho! Not the toes!" Ben begged. He giggled and laughed feeling Goop's gooey hands tickle his feet silly.

Goop finally let Ben go. "Now are you gonna cheer up now? If not, we could get Frankenstrike and-"

Ben shot right up. "No! It's okay! I'm all cheered up!" He sighed and smiled. "Guess you aren't...so bad."

"Of course he's not bad." Rachel said. "Goop is family, after all."

"That goes for you too, Ben." said Sasha. "You're our family too."

Ben's eyes were wide, he did not expect to hear that. "Really?"

"Really." Goop said, sitting next to Ben. "You're one of us."

Ben looked at Goop. Then looked at the rest of his friends. He smiled and put an arm around Goop. "Yeah, you're right."

Goop giggled and gave the human a playful noogie. The two became fast friends and laughed together.

And Ben couldn't ask for a better family to be a part of.