In the middle of Bellwood, Ben Tennyson was dodging multiple laser blasts fired by Attea, teen supreme leader of the Incursean Empire. She laughed as Ben tumbled to the ground. "What's the matter, ape? Can't keep up with a more superior species?"

Princess Looma laughed as well. "Well, he is a human after all." She grabbed Ben by his arms and held him up. "Now hold still while we destroy you."

Luckily, Rook swooped down like Tarzan and kicked Looma hard in the back of her head. She grunted in pain and her grip loosened on Ben, making her let go.

Rook picked up Ben and put him at a safe distance from the aliens. Then he aimed his weapon right at them. "Freeze, you scum!"

"Oh, look. The sidekick." Attea deadpanned.

Looma crossed her four arms across her chest. "Come to ruin our fun as well, furry one?"

"Fun?!" Rook exclaimed. "You two destroyed half the city!"

Attea shrugged. "We were just having a little girl time. Then monkey boy here decided to be a wet blanket and spoil our fun."

"Yeah, Tennyson was just being a party pooper." Looma said. "Besides, who cares if this pathetic pebble of a planet gets a little banged up?"

Ben staggered to his feet and pointed an angry finger at them. "Because this is my planet and my home! Now for the last time, GET LOST!"

But the two princesses just laughed at him. "Aw, humans are so cute when they're angry!" Attea taunted.

"Sorry, Ben. You humans just weaklings." Looma mocked. "If it weren't for that Omnitrix, you'd just be a worthless little thing, wouldn't you?"

Ben balled his fists, he was beyond angry. If only his Omntrix weren't still powered down, he'd show them what for.

"Well, I'm already bored." said Attea. "I've got an empire to rule and planets to conquer!"

"And I promised I'd spare with my father this afternoon." Looma added.

The girls' rides were here and were ready to leave, but not before giving Ben one last lick.

Attea waved goodbye. "Bye, Ben. Have fun being a loser of a species."

"Farewell, insect." Looma said "kindly".

Their ships flew away and they were out of sight, hopefully for good.

Rook looked back and saw Ben storming away ahead of him. He managed to catch up to him. "Ben, are you alright?"

"Oh, fantastic." Ben replied sarcastically.

"Ben, do not be upset."

Ben gave his partner a glare. "I'm not upset." he growled.

But Rook wasn't fooled. "Ben-"

"I SAID I'M FINE!" Ben snapped. "Now will you stop bugging me so I can walk in peace?!"

Rook heaved a sigh as Ben ran away.

Ben decided to grab a smoothie, but when he got there, he saw aliens sipping smoothies. A scowl grew on his face, he decided to skip the smoothie break and kept walking.

But as Ben walked, he felt how sore his body was from that fight. Maybe Attea and Looma were right, now Ben felt hurt physically and emotionally.

Ben decided to visit his grandpa Max at the Plumber Base. He didn't know why really, maybe he would feel more comfortable around a fellow human. He came in and the first thing he saw was someone he really didn't want to see.

Chadzmuth was taking Liam and Solid Plugg away as his new clients, much to the chagrin of Max Tennyson.

Liam clucked when he spotted Ben. "Well, look what the Appoplexian dragged in."

"Whoa, you look like you had the tar kicked out of you, Tennyson." Solid Plugg said.

"He must have been thinking too hard." Chadzmuth jeered. His clients laughed.

"Why, you!" Max bellowed.

"It's okay, Grandpa." Ben said. "I am a human, after all."

Max was stunned. Ben wasn't going to defend himself?!

"Sounds like Tennyson finally knows his place!" Emperor Millieous taunted. Now the whole prison was filled with mocking laughter.

Completely crushed, Ben sulked away with his tail between his legs.

Ben shuffled like a zombie all the way home. He went to his room, slipped into bed and closed his eyes. Even though it was still daylight, he just wanted to stay in bed and sleep in shame.


Unbelievably, Ben slept all day and night until next morning. His body wasn't so sore anymore, but his heart was still hurting.

Ben was having breakfast. Or rather, slowly stirring his cold oatmeal with his spoon with a saddened look on his face.

His mother Sandra was washing dishes, she saw how miserable her son looked and felt just as depressed herself. Then she heard the doorbell ring and went to answer it.

"Ben,"

The teen looked up and saw Rook. "I tried calling you all night. I was really worried about you."

Ben kept stirring.

"Ben, since you are doing nothing but playing with your food, I suggest you spend your time more wisely and watch over the mansion while Rachel and I take the aliens out for training sessions." Rook said.

Ben paused his stirring. "All of the aliens will be gone for training?"

"That's right, Ben. You'll be all alone and have the whole mansion to yourself." Rook said.

"Fine." Ben dropped his spoon and stood up. "Let's go."


At the mansion, Rachel and everyone else were getting ready to go. She looked around. "Where's Ben?"

"He is waiting in the car." answered Rook.

"Waiting? He doesn't have to wait, he can just come inside." Rachel said.

Rook looked sad. "He's waiting for the other aliens to leave before he comes in."

"Don't tell me he's still upset from yesterday." Rachel said.

Rook nodded. "I believe he is afraid the other aliens will make fun of him just because he is a human."

Rachel looked out the window and saw Wildmutt whimpering and scratching the Proto-truck's door, wanting Ben to come out. Ben turned away, ignoring the Vulpimancer.

"We've got to do something about this." Rachel said.

A few minutes later, Rook came out and knocked on the truck's window. "Ben, the aliens are gone now."

With that said, Ben hopped out of the truck and checked to see if Wildmutt was still around. "Alright."

"We will be back by dusk. So be sure to protect the place." Rook said firmly.

"Sure."

Rook left the house and Ben sighed in relief. "Finally, I thought they'd never leave." He decided to watch some TV. Ben got channel stuck and was watching a cooking show, but he wasn't really watching. He still felt lousy and sighed again. So he just moped around on the couch, letting the hours tick by.

"Hey, kid. You alright?"

Ben shook his head. "Not really." He paused, then turned around to see a face all too familiar.

"Bullfrag?!" Ben jumped back in shock. He was about to hit his Omnitrix when a red hand grabbed his hand and he was pulled to a strong, muscular chest.

A chuckle was heard. "Whoa! Slow down there, sonny!" Ben gasped when he saw that he was captured by Four Arms.

Ben kicked around trying to free himself. "Let me go!"

"Ben," Four Arms said with a growl, making Ben freeze. "We just want to talk to you. Now, I'm going to let you go, okay?"

Ben nodded. Four Arms put the boy down gently and the moment Ben's feet touched the ground, he ran like a rocket out of the living room. He kept running to find a good hiding spot.

He eventually decided to hide in one of the closets. He shut the door and tried to keep his breathing silent.

But Ben felt hot breath from behind him. He turned and saw Wildmutt looking happy to see him! He tackled Ben right out of the closet and gave him a great big lick.

"Ew! Wildmutt! Get off!" Ben ordered. But the dog alien didn't get off.

"Why so snappy, Ben?" Four Arms asked as he and Bullfrag came. "The mutt's just happy to see you."

"Well, I'm not happy to see any of you!" Ben hollered. He finally managed to get Wildmutt off of him and was going to run until Four Arms grabbed him in a bear hug. He sat on the floor while Ben tried to fight himself free.

Bullfrag knelt down to be level with the teen. "Ben, Rook told us what happened. We just want to cheer you up."

"Why do you even care?" Ben grumbled. "You aliens wouldn't want to care for a worthless human like me. Especially not a war-happy frog like you!"

The aliens frowned at Ben's ranting. When he realized he wasn't strong enough to free himself, he stopped and started to sulk. "But I shouldn't blame you. There's nothing special about us humans, we don't have super strength, intelligence, or any powers. What's so great about us...?"

Wildmutt whimpered and nudged Ben's head up.

"Ben," Bullfrag said. "while it's true that humans aren't like us, that's no excuse for us to look down on them. Because humans have given us something we never had before, something that aliens like Attea and Looma can never have no matter how strong they are."

"What?" asked Ben.

"Kindness." Four Arms answered.

"We never had it easy ourselves, Ben." Bullfrag continued. "In fact, all the Incurseans thought I was weak and worthless all because I wasn't interested in war. So I left them and found a real family here on Earth."

"And fighting all the time on my planet can get pretty boring...and pointless." said Four Arms. "Besides, that Princess Looma is a nightmare! That's why I lost to her on purpose in battle and left for Earth."

"You fought Looma and lost on purpose?!" Ben said.

"Of course, if I won, I'd have to marry her! And who wants that beef-head for a wife? If it weren't for that dumb law, I could have pounded her like a hammer to a nail."

Bullfrag's face broke into a smile. "Oh, really?"

Four Arms wore a proud smile. "You bet, I've taken bigger dumps than that broad."

Ben laughed out loud.

"I can fart and blow her out of the room." Four Arms added.

Now Ben laughed even harder, so much that he actually snorted. Ben immediately stopped.

Bullfrag grinned widely. "Did he just snort?"

Four Arms adjusted his hold on Ben. Now he held the boy's arms up and his extra arms were free. "Let's see if we can make him snort again." His fingers wiggled towards Ben's defenseless body.

Ben clenched his teeth in fear of those wiggly hands.

"I wonder where his tickle spot is." Bullfrag wondered as he got close.

"What about...here?" Four Arms started tickling Ben's sides. The boy started laughing, but not as loud and hard as Four Arms expected. "Hmm, that's not it."

Bullfrag lifted up Ben's shirt. "How about here?" He stuck his tongue out and licked the boy's stomach. Wildmutt joined in and licked Ben's stomach too.

"Ahahahahahahahahahahahahahahahahaha! Cut it out! That's grohohohoss! Hahahahahahahaha!" Ben squealed with big laughs. "AHAHAHAHAHAHAHAHAHAHAHAHAHAHA!" He laughed even harder when Bullfrag started doing raspberries.

"Ah, the stomach's always a good tickle spot." Four Arms said. "But I think Rachel told me of another tickle spot, a very ticklish spot..."

The aliens seized their lickle tickle. Ben gulped, praying in his mind that Four Arms didn't know his ultimate weak spot.

"I think it was...here?" Four Arms flicked his finger up Ben's underarm. He yelped and let out a giggle. "Ah-ha! There it is!" He wiggled his evil fingers right in Ben's underarms. "Cootchie, cootchie, coo!"

"HAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHA! AHAHAHAHAHA! NO! NOT THERE! S-STOP IT! AHAHAHAHAHAHAHAHA!"

While Four Arms got his underarms, Bullfrag and Wildmutt went back to his stomach, this time with their hands. "Tickle, tickle, tickle!"

Ben's laughter practically went through the roof. He laughed himself silly as tears started to form as he snorted one too many times. That's when the aliens stopped at last.

Ben took several breaths before he could say anything. Four Arms gave him a little tickle on the neck and Ben giggled.

Wildmutt rolled on his back and panted imploringly.

"What's with him?" Ben asked with a chuckle.

"I think he's saying since he scratched your belly, you scratch his." Four Arms said.

Ben let out a laugh and started scratching Wildmutt's belly. "Cootchie, cootchie, coo! Who's a good boy? Who's a good boy? Yes you are! Yes you are!" Ben cooed as he scratched.

The Vulpin's leg went crazy. Ben gave the best belly rubs. Bullfrag and Four Arms looked on, proud that they've done their job.

After the belly rubbing, Wildmutt thanked Ben with a big, slobbery dog kiss. Ben giggled as he wiped the drool off his face. "You're welcome." He petted Wildmutt's head. "And thanks, you guys."

"Thank you, Ben." Bullfrag said. "For being our friend."

"And it doesn't matter what species you are, but the sort of person you are." Four Arms said. "And don't let anyone tell you different, because we're all proud of you for everything you are, Ben." He gave Ben a big hug, Bullfrag and Wildmutt joined in.

Ben smiled as he accepted their warm embraces. He felt a little tear of happiness trickled down his cheek. No longer will he be ashamed of himself, especially not with such loving and caring friends by his side.