Ben Tennyson was beyond exhausted and angry. He just stopped Liam, Thunderpig, and Fistrick from doing a full-on takeover of Undertown. Just when they were brought down, the Vreedles returned for another family crime spree. So Ben had to break it up and sent the Vreedle family packing, the very hard way.

And if that wasn't enough, the Rooters kidnapped Ben to the Null Void and plotted to feed him to the Way Bads. But thanks to Rook, Gwen, and Kevin, the teen hero was saved and the Rooters were defeated.

And now, Ben felt completely burnt. "Why do aliens always have to make my life miserable?"

Rook Blonko looked at him. "Do not feel bad, Ben."

"How can I?!" Ben snapped, startling Rook. "Every day there's always some alien or some super-powered whackadoo trying to either kill me or take over the universe. It's driving me nuts!"

"But I thought you enjoyed such things occurring." Rook implied.

"Yeah, well, there's a limit! I just can't take anymore alien madness anymore! Sometimes I wish I never found the Omnitrix. Then none of this weird stuff would be happening! And there would be no more aliens to put up with!"

Rook would usually try to say something, but knowing Ben's stubbornness, he suppressed it and continued driving.

That night, Ben had a hard time falling asleep. His mind was filled with potential dangers he might encounter next. And what if next time, he wouldn't survive? Not to mention the nightmare he had where every alien in the city turned against him and wanted to destroy him didn't help either.

The next day dawned bright and friendly...to everyone but Ben. He had spent a rather restless night. When he and Rook went out on patrol, the Revonnahgander noticed his partner wasn't himself lately. He seemed...paranoid.

When they decided to browse around Undertown, it was the same bustling place it had always been, but not to Ben. It seemed that everyone in town seemed mean and scary to Ben.

Later, when someone tapped him on the shoulder, Ben jumped a mile...even though it was just Rook.

After an uneventful patrol, Rook could tell right away that Ben was becoming fearful around aliens. As he drove, he got an idea and smiled to himself and drove right up to the Grant Mansion.

"Hey! What are we doing here? You said you were going to take me home!" Ben said.

Rook gave the human a knowing smile. "I figured it would be best if you stayed here for the night. Rachel and Sasha are planning an exquisite dinner this evening."

Ben looked up at the eerie old house, not convinced. "No thanks."

"I promise, you will feel much better staying the night here." Rook implied.

It wasn't the food or the house that bothered Ben, it was the aliens that lived inside. It still seemed so bizarre to him that his own aliens were actually real.

Then, Ben's stomach growled. He was quite hungry.

Rook curved his smile. "I will take that as a yes."

As Ben and Rook went into the kitchen, mouth-watering smells filled the room. Ben's stomach grumbled with anticipation.

"Hi, guys." Rachel welcomed them with warm smiles.

"We're having fried chicken for dinner and chocolate cake for dessert." Sasha said over the sizzling chicken cooking.

Ben was so enticed by the wonderful smells that he almost didn't notice anyone else in the room. He nervously looked around. "Uh, where are the other aliens?"

"Most of them are away on business." Rachel said, setting the table. "The universe can't protect itself, you know." She hugged Rook in a hug and the two shared a kiss.

"I can't wait for my Whammy-kins to come home." Sasha giggled, blushing.

Ben cringed and stuck his tongue out in disgust.

As they ate their delicious dinner, Ben thought about Rachel and Sasha. They were just normal girls who ate normal food and yet they live in a dumphole like the Grant Mansion and are engaged to aliens? Especially Sasha, what could she possibly see in Whampire of all aliens?

'Maybe he hypnotized her...' Ben thought. After all, how could any girl possibly love an energy-craving vampire? And what about Rachel? She seemed like a reasonable, intelligent person, what could she see in a blue, furry, cat-like alien like Rook?

"Ben?" said Rachel, interrupting the boy's train of thought. "You've been awfully quiet, is anything wrong?

"Uh, no, nothing." Ben lied. They moved on to dessert and Ben popped a piece of cake in his mouth. "Mmm! This is delicious!" Ben exclaimed, it was like a party in his mouth. "Grandpa Max should get some real cooking lessons from you two."

"But Ben, you're grandfather is an accomplished chef." Rook protested.

Ben gave Rook an eye roll. "Yeah, who cooks food that'll make me lose my lunch instead of eating it." he replied harshly.

The trio were taken aback by Ben's words as Ben kept eating.

"Hey, what's up?" a familiar voice spoke. Ben spat out his cake and saw Feedback looming over him.

Ben screamed, falling out of his chair. Everyone was shocked as Ben backed up into the kitchen counter, panting and holding his chest.

"Ben! Are you okay?!" Rook asked, his eyes wide.

Feedback took a step forward, causing Ben to panic again. "No! No! I'm fine! I'm fine! Everything's fine!" And he ran out of the kitchen.

Now out of the kitchen, Ben hid down in the nearest hallway. Once his panic surge ended, he sighed in sadness and looked at his Omnitrix, having second thoughts about being a superhero. Despite being a celebrity and a hero, it didn't make him truly happy. None of this did.

"Maybe I should just retire." He was about to take off the Omnitrix for good when all of a sudden, he felt a tap on his shoulder.

Panicked, Ben turned and a strange powder was sprayed in his face. Ben gagged under the nauseous smell as his vision started to fade, slowly losing consciousness.


After a while, Ben awoke from his nap. When his eyes adjusted, he shot up in shock. Ben was in some kind of bedroom.

A giant bedroom, where he was laying on a giant bed. He felt like Jack after he climbed up the beanstalk to the giant's lair. "Where am I?" Ben rubbed his head and made the startling discovery that there was a clamp over his Omnitrix! He could not activate it!

Suddenly, something strong grabbed Ben's wrists and yanked him to the bed. He felt his ankles being restrained as well. He couldn't move at all.

"Welcome, Ben." said a nasally voice.

Ben stopped his struggling and looked up, he gasped.

"Swampfire?!"

The Methanosian grinned seeing the boy's shocked expression. Ben's eyes grew wider and wider when he saw Feedback and Ampfibian, who was holding him down. Ben tried to struggle free, but the alien's grip was just too strong.

Ben heard heavy footsteps coming towards him, the human's eyes bulged out and gulped. When a dark shadow fell over him as well as most of the enormous bed, Ben gasped in fear.

"Way Big?! He's real too?!" he shouted, nearly hysteric.

It was Way Big, wearing a frown and narrowed green eyes leering at Ben. Ben was afraid now that the alien giant entered the picture. He thought that the aliens were planning on feeding him to Way Big, one of his most powerful aliens. The giant alien got closer to the human.

Ben flinched and turned away, afraid of the alien's next move. He waited for the giant to grab him and swallow him whole or pummel him into the ground. Ben trembled as his demise awaited him.

But after a few seconds or so, nothing happened.

Ben peeked one green eye open and saw Way Big doing nothing. He opened the other eye and saw that the other aliens were doing nothing as well.

"Ben, why did you run away from me like that?" asked Feedback.

"N-No reason! You just surprised me!" Ben lied again. "Now let me out of here!"

"He's afraid that we're all going to hurt him." Ampfibian deduced. "And he also thinks Way Big is going to eat him."

Ben was about to ask him how he knew that until he remembered that Ampfibian was telepathic. Then Ben yelped when Way Big's finger came towards him, but was stroking the boy's head.

"Ben, I don't eat people. We To'kustars are gentle giants." Way Big smiled.

Ben was dumbfounded. "I can't believe that."

"Then maybe this will convince you..." Way Big grinned darkly. He moved his finger to Ben's stomach and wiggled into it.

Ben yelped and started to giggle before he forced his mouth to close. Way Big kept tickling. "Cootchie, cootchie, coo!"

Ben squirmed and started to smile, but kept his mouth closed.

"Come on, Ben. You need to loosen up." Swampfire said.

"N-No!" Ben grunted as he fought his laughter.

"Allow me." Feedback assisted. Way Big stopped and Ben sighed in relief. But his relief ended short when Feedback's antenna started poking him in the underarms.

"Ahahahahaha!" Ben laughed. The Conductoid grinned widely as he tickled the boy's weak spot.

"Hahahaha! S-Stop! Ahaha! I'm warning you! Hahahaha!" Ben growled between laughs.

"Aw, he's still fighting it." Feedback cooed. The tickling continued.

"My turn." Ampfibian moved his tentacles and snaked them all over Ben's stomach.

Ben threw his head back this time and let out a big yelp that ended with a laugh. "Ehehehew! It's slimy! Ahahahahahahahaha! Stop!" Ben was starting to break.

"Keep it up." Swampfire told his friends as he started to remove Ben's shoes and socks.

"NO! Don't you dare!" Ben warned, but kept laughing.

Swampfire ignored the warning and began tickling Ben's feet, his claws gently scratching the soles.

"HAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHA! AHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHA!" Ben broke at last as all of his tickle spots were breached.

"Time for the big guns, boys." Way Big said as he walked in again.

The aliens stopped and looked up and grinned. Ben, however, was terrified.

Way Big came in with soft, fluffy looking feathers. He handed one to each alien. Now Ben was desperate to get away. "NO! Please! Don't do this!" Ampfibian wrapped his extra tentacles around Ben's waist to keep him firmly still.

"Hmm, I don't know, Way Big." Feedback said in a teasing manner. "These feathers do look pretty ticklish."

Swampfire slid his feather across Ben's belly, he yelped and let out a laugh from it's touch. "And by the feel of it, they certainly are."

"Then I guess we'll give him the other tickle treatment..." Way Big suggested. He leaned forward and the aliens backed away. Ben was confused until Way Big put his lips to Ben's stomach and hummed.

"AAAAAAH!" Ben screamed before he burst into full blown laughter. "HAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHA! NO! THAT TICKLES! AHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHA!"

The humming was by far, the most ticklish torture Ben had ever felt. "STOP! PLEASE! ANYTHING BUT THAT! AHAHAHAAAA!" he begged mercifully.

Way Big pulled away and smiled. "You heard him, fellas."

The aliens took their feathers and got to work. Way Big tickled Ben's stomach, Swampfire's feather got his feet and Feedback took two feathers and got both of Ben's underarms.

The whole cave was echoing with Ben's endless, high-pitched laughter. He laughed and laughed and those feathers didn't stop tickling. But as he laughed, he felt himself feeling better.

Finally, they stopped and Ben was released. "So, feeling better now, champ?" Feedback asked, ruffling Ben's hair.

Ben collected his breath and wiped the tears from his eyes. "Yeah..." he sighed, looking at the aliens. But this time, not in fear.

"Ben, we know that your life is always in danger, being a superhero and all." Swampfire said.

"But you have to keep your wits about you and don't be so nervous." Feedback included. "Not every alien you meet is an evil madman bent on evil or destruction. Would we want to harm you?"

The teen hero shook his head.

"And besides, if it weren't for you, we wouldn't have a home since you save the world and all." Ampfibian mentioned. "There are a lot of aliens out there who admire you for your dedication and bravery for helping others."

"In fact, it's because of you that we became Plumbers." said Way Big.

"It is?!" Ben asked, more than a little surprised.

"Yep, so just remember, Ben. Being a hero has it's perks as long as you embrace and appreciate what makes you different." Feedback said.

"And don't worry yourself so much. You definitely needed a good laugh! Who knew the great Ben 10 was so ticklish?" Way Big chuckled. The others laughed as well, including Ben.

Back at the house, Rook, Rachel and Sasha were looking for Ben, who appeared before them along with his newfound friends. "Hey, guys. Looking for me?"

Rook smiled seeing his partner back to his confident self again. "Glad to have you back, Ben."

"And it's definitely good to be back." Ben winked. "And thanks, partner."

Just then, Wildmutt came in. He grinned when he picked up Ben's scent and went straight up to the boy.

But Ben wasn't afraid this time. "Wildmutt! Hey, boy!" He petted the Vulpimancer and scratched him under his chin. The alien dog snarled with happiness and enjoyed it. Grateful, he got the jump on the human and licked his face.

"Hehehey! Cut it out! Easy, boy!" Ben laughed as the alien licked him. Everyone laughed. As for Ben, he knew there were bad aliens out there. But he also knew that there are tons of good ones too.

And thanks to them, Ben decides that it'll be a pretty long time before this hero hangs up his Omnitrix.